233 F.3d 417 (6th Cir. 2000)
David J. Pertuso, Karen A. Pertuso, Plaintiffs-Appellants,v.Ford Motor Credit Company, Defendant-Appellee.
No. 99-1132
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT
Argued: March 10, 2000Decided and Filed: November 22, 2000

Appeal from the United States District Court for the Eastern District of Michigan at Detroit.  No. 98-70551--Denise Page Hood, District Judge.[Copyrighted Material Omitted]
David R. Parker, Charfoos & Christensen, Detroit, MI, Michael M. Mulder, Thomas R. Meites, Jamie S.  Franklin, MEITES, MULDER, BURGER & MOLLICA, Chicago, Illinois, for Appellants.
Thomas G. Parachini, Donald J. Hutchinson, Lindsay L. Bray, MILLER, CANFIELD, PADDOCK & STONE, Detroit, Michigan, for Appellee.
Before: NELSON, BOGGS, and NORRIS, Circuit Judges.
OPINION
DAVID A. NELSON, Circuit Judge.


1
After declaring bankruptcy, the plaintiffs brought the present action against a  secured creditor that had solicited a "reaffirmation agreement" from them while the bankruptcy proceedings were pending.  The plaintiffs signed the agreement and continued to remit regular monthly payments to the defendant. The gravamen of  the plaintiffs' complaint was that the defendant violated the automatic stay provision codified in 11 U.S.C. §362, as well as  violating 11 U.S.C. §524, a section of the bankruptcy code that governs the validity of reaffirmation agreements.


2
The district court dismissed both of these claims, along with related state law claims. Upon de novo review, we conclude  that the challenged judgment should be affirmed.


3
* The plaintiffs, Rhode Island residents David and Karen Pertuso, purchased aWindstar van on which they obtained  financing through the defendant, Ford Motor Credit Company. On July 30, 1996, the Pertusos filed a Chapter 7 bankruptcy  petition in the United States Bankruptcy Court for the District of Rhode Island. The balance remaining on the van, $18,950, was listed as a secured debt.


4
When they made their bankruptcy filing, the Pertusos submitted a "statement of intent" pursuant to 11 U.S.C.  §521(2)(A). This statement informed the court and the creditors that the Pertusos intended to reaffirm their debt to Ford in  order to be able to retain possession of the van.


5
Ford then sent the Pertusos a letter proposing a reaffirmation agreement that appears consistent - or at least not  inconsistent - with the Pertusos' statement of intent. The first paragraph of the proposed agreement began as follows:


6
"In consideration of Ford Motor Credit Company's ("Ford Credit") refraining from seeking Bankruptcy Court  authorization to retake property from me under the lien of its security agreement, or exercising any other legal right it  may presently have against me as provided by law, I hereby reaffirm and agree to pay my obligations to Ford Credit  and to make monthly payments commencing 9/16/96 of $398.93 each until the debt has been satisfied, according to  the terms of the original contract."


7
In keeping with 11 U.S.C. § 524(c)(2)(A), the agreement went on to provide that the Pertusos could rescind their  reaffirmation at any time prior to discharge or within 60 days after the filing of the agreement with the court, whichever  occurred later. Ford reserved the right both to proceed against the Pertusos if they failed to comply with the terms of the  agreement and to accelerate the debt if any installment should not be paid when due or within ten days thereafter.


8
A Ford representative signed the document before it was sent to the Pertusos. On September 6, 1996, the Pertusos and  their attorney added their signatures. The agreement was returned to Ford, and no one filed it with the court.


9
On October 28, 1996, the Pertusos received their discharge in bankruptcy. The record indicates that the Pertusos  remained current on their payments to Ford both before and after the discharge.


10
Becoming persuaded at some point that the reaffirmation agreement was the product of improper debt collection  practices on Ford's part, the Pertusos brought a purported class action against Ford on February 9, 1998. The complaint,  which was filed in the United States District Court for the Eastern District of Michigan, alleged that Ford routinely solicited  reaffirmation agreements from bankrupt debtors; that it failed to file the agreements in court; and that although the  agreements were unenforceable, Ford used them to collect substantial sums from members of the purported class. The  complaint alleged violations of 11 U.S.C. §§524(a)(2), 524(c), and 362, asserted a state law claim of unjust enrichment, and sought an accounting.


11
Ford responded by filing a motion to dismiss. The Pertusos then sought leave to file an amended complaint  incorporating a copy of the reaffirmation agreement. After hearing argument, and without granting class certification, the  district court denied leave to file the amended complaint and dismissed the case. This appeal followed.

II
A. AMENDMENT OF COMPLAINT

12
As the Pertusos correctly point out, Fed. R. Civ. P. 15(a) gives plaintiffs an absolute right to amend their complaint one  time before a "responsive pleading" is served. A Rule 12(b)(6) motion to dismiss does not qualify as a "pleading," see Fed.  R. Civ. P. 7, so the Pertusos were entitled to amend their complaint. The district court took the allegations of the amended  complaint into account, however, and while theformal denial of leave to amend was an error, the error was harmless if the  amended complaint failed to state a claim upon which relief could be granted. For the reasons explained below, we  conclude that the complaint did fail to state such a claim.

B. PRIVATE RIGHT OF ACTION UNDER § 524

13
Whether 11 U.S.C. § 524 impliedly creates a private right of action for an asserted violation of the section is a question  of first impression in this circuit. The Pertusos argue that such an implied right of action does exist, and, alternatively, that  § 524 is enforceable via 11 U.S.C. § 105. The latter provision permits courts to "issue any order, process, or judgment that  is necessary or appropriate to carry out the provisions of this title."


14
In Cort v. Ash, 422 U.S. 66 (1975), the Supreme Court identified four factors that are to be considered in determining  whether a private right of action exists for breach of a federal statute. The factors to be considered are these: (1) whether the  plaintiff is a member of a class for whose special benefit the statute was enacted; (2) whether there is any explicit or  implicit indication of congressional intent to create or deny a private remedy; (3) whether a private remedy would be  consistent with the underlying purpose of the legislative scheme; and (4) whether the cause of action is one traditionally  relegated to state law. Id. at 78. "The most important inquiry," as the Court subsequently explained in Touche Ross & Co. v.  Redington, 442 U.S. 560, 575 (1979), "is whether Congress intended to create the private remedy sought by the plaintiffs."


15
We are not to infer the existence of private rights of action haphazardly. Under Touche Ross, the recognition of a private  right of action requires affirmative evidence of congressional intent in the language and purpose of the statute or in its  legislative history. See TCG Detroit v. City of Dearborn, 206 F.3d 618, 623 (6th Cir. 2000). With congressional intent as  the touchstone, then, we turn to the language and purpose of § 524, its legislative history, and court decisions interpreting  the section.   1.11 U.S.C. § 524


16
Subsection 524(a)(2) provides that a discharge "operates as an injunction against the commencement or continuation of  an action, the employment of process, or an act, to collect, recover or offset any such debt as a personal liability of the  debtor, whether or not discharge of such debt is waived." The obvious purpose is to enjoin the proscribed conduct - and the  traditional remedy for violation of an injunction lies in contempt proceedings, not in a lawsuit such as this one.


17
The other subsection on which the Pertusos rely, § 524(c), does not proscribe any conduct at all; it merely sets forth the  conditions under which a reaffirmation agreement is enforceable. The consequence of not meeting the conditions is that the  agreement is unenforceable. Accordingly, in our view, the language of § 524(c), like that of § 524(a)(2), does not suggest a  legislative intent to provide a private right of action of the sort asserted by the Pertusos.


18
Turning to legislative history, the Pertusos claim support for their position on the basis of the following language in a  House Report:


19
"[U]nsuspecting debtors are led into binding reaffirmations, and the beneficial effects of a bankruptcy discharge are  undone. The advantages sophisticated and experienced creditors have over unsophisticated debtors in this area . . .  still remain. The unequal bargaining position of debtors and creditors, and the creditors' superior experience in  bankruptcy matters still lead to reaffirmations too frequently. To the extent that reaffirmations are enforceable, thefresh start goal of the bankruptcy laws is impaired." H.R. Rep. No. 95-595, 95th Cong., 1st Sess. 163 (1977), reprinted in 1978 U.S.C.C.A.N. 5963, 6124.


20
Ignored by the Pertusos, however, is the fact that this language accompanied a version of H.R. 8200 that was not enacted  into law. The House Report makes it clear that the bill under discussion would have prohibited reaffirmation agreements  altogether: "The bill makes void any agreement that contains a reaffirmation of a discharged debt, and prohibits a creditor  from entering into such an agreement." Id. at 6125. The bill that was enacted, on the other hand, allows for reaffirmation  agreements within the limits prescribed by § 524(c). The history on which the Pertusos rely thus does little to advance their  cause.


21
What Congress subsequently failed to do with regard to §524 sheds rather more light on the legislature's intent.  Congress amended the Bankruptcy Code in 1984 to provide an express right of action under the automatic stay provision of  11 U.S.C. § 362(h). Pub. L. 98-353, § 304. It did so because reliance on the contempt power to remedy violations of § 362  had been widely criticized. See Peterson v. Wells Fargo Bank, __ F. Supp. 2d __, 2000 WL 1225788, at *5 n.1 (E.D. Cal.  Aug. 17, 2000). Congress amended § 524 at the same time it amended § 362, but no private right of action was added in §  524. The contrast, we think, is instructive.


22
Lower courts addressing the question of whether there is an implied right of action under § 524 have reached conflicting  results. The more persuasively reasoned opinions, in our judgment, are those holding that no such right of action exists.  See, e.g., Peterson, 2000 WL 1225788; Transamerica Fin. Servs. v. Danney, 1999 WL 33117201 (D. Me. Dec. 23, 1999); Cox v. Zale Delaware, Inc., 242 B.R. 444 (N.D. Ill. 1999); Pereira v. First North American Nat'l Bank, 223 B.R. 28 (N.D.  Ga. 1998); Costa v. Welch, 172 B.R. 954 (Bankr. E.D.Cal. 1994); Reyes v. FCC Nat'l Bank, 238 B.R. 507 (Bankr. D.R.I.  1999); In re Holcomb, 234 B.R. 79 (Bankr. N.D. Ill. 1999).


23
Opinions recognizing a private right of action - see, e.g., Molloy v. Primus Automotive Fin. Servs., 247 B.R. 804 (C.D.  Cal. 2000); Malone v. Norwest Fin. Cal., Inc., 245 B.R. 389 (E.D. Cal. 2000); Rogers v. NationsCredit Fin. Servs. Corp.,  233 B.R. 98 (N.D. Cal. 1999) - have gone astray, it seems to us, by focusing on the Cort factors to the neglect of Touche  Ross (see Malone, 245 B.R. at 396), and by ignoring or understating the importance of the 1984 amendments. (See Rogers,  233 B.R. at 109.)


24
In Kelvin Publishing, Inc. v. Avon Printing Co., Inc., 1995 WL 734481 (6th Cir. 1995) (unpublished), we held that 11  U.S.C. § 363, which governs a debtor's use of cash collateral, does not provide a private right of action. In reaching this  decision we were influenced by the fact that the 1984 amendments created a private right of action with respect to § 362(h)  but failed to do so with respect to § 363, which was amended at the same time. As we have already suggested, the events of  1984 are relevant to our present inquiry as well. Congress knew that courts were enforcing § 524 through contempt  proceedings, and Congress knew how to create a private right of action when it wished to do so, but in this instance it  elected to do nothing. As with § 363, we do not believe that the failure to provide for a private right of action in connection  with § 524 was accidental.


25
Congress is currently considering bankruptcy reform, including a proposed amendment that would provide a private  right of action under § 524. See H.R. 833, § 114, 106th Cong., 2d Sess. (2000). If Congress ultimately accepts policy  arguments of the sort advanced by the Pertusos, and if the President signs the bill, there will in future be an express right of  action with respect to § 524. Under the law as it now stands, however, we have no hesitancy in joining those courts (a clear majority) that have held § 524 does not impliedly create a private right of action.

2.11 U.S.C. § 105

26
As to the argument that violations of § 524 may be remedied pursuant to § 105 (the section that authorizes courts to  "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title"), we rejected  a similar argument in Kelvin. In holding that § 105 could not be invoked to remedy breaches of § 363, we expressed  ourselves as follows:


27
"[W]e do not read § 105 as conferring on courts such broad remedial powers. The 'provisions of this title' simply  denote a set of remedies fixed by Congress. A court cannot legislate to add to them." Kelvin, 1995 WL 734481, at *4.

This remains our view.1
C. CLAIMS UNDER § 362

28
Section 362(a) of the Bankruptcy Code creates an "automatic stay" which, among other things, precludes the creditor  from seeking to obtain property of the estate or from assessing or collecting on a pre-petition claim against the debtor. 11  U.S.C. § 362(a)(3) and (6). The stay provision "gives the debtor a breathing spell" and "stops all collection efforts, all  harassment, and all foreclosure actions." Javens v. City of Hazel Park, 107 F.3d 359, 363 (6th Cir. 1997) (quoting H.R.  Rep. No. 95-595, at 340 (1978)). Debtors can remedy a "willful violation" of the automatic stay through §362(h), which  Congress added in 1984.


29
Courts considering § 362 claims have recognized that, taken to its logical extreme, this section could be read as  prohibiting all contacts between creditors and debtors, including contacts regarding reaffirmation agreements. See In re  Duke, 79 F.3d 43, 45 (7th Cir. 1996); In re Briggs, 143 B.R. 438, 450-51 (Bankr. E.D. Mich. 1992). Such a reading would  obviously undermine § 524(c), which permits reaffirmation agreements. The Seventh Circuit has concluded that § 362 is  not automatically violated by sending a reaffirmation letter to a debtor, see Duke, 79 F.3d at 45-46, and we agree with that  conclusion. Something more than mere contact must be alleged in order to state a claim under § 362. We believe that Briggs serves as a useful guide here; a course of conduct violates § 362(a)(6) if it "(1) could reasonably be expected to have  a significant impact on the debtor's determination as to whether to repay, and (2) is contrary to what a reasonable person  would consider to be fair under the circumstances." Briggs, 143 B.R. at 453.


30
The Pertusos advance four arguments in support of their assertion that § 362 was violated here: (1) Ford required the  plaintiffs to make their first payment under the reaffirmation agreement during the time when the automatic stay was in  effect; (2) Ford led the plaintiffs to believe that it could seize the van notwithstanding that there is a circuit split on the  existence of a right of seizure; (3) Ford intentionally failed to file the reaffirmation agreement and concealed the fact that  the agreement had not been filed; and (4) the districtcourt's observation that the plaintiffs would have stated a claim under  § 524 if that section provided a private right of action supports the view that relief should be available under § 362. We  shall examine each of these arguments in turn.

1.Payment During the Automatic Stay

31
Characterizing Ford's communication as a threat to accelerate the indebtedness if the Pertusos failed to make timely  payments, the Pertusos contend that their signature on the agreement obligated them to make payments during the  automatic stay in contravention of § 362. Ford's response begins with the proposition that a secured creditor has a right to  solicit a reaffirmation agreement. See In re Duke, 79 F.3d at 45. The Pertusos do not disagree. Rather, they draw a  distinction between soliciting a reaffirmation agreement and collecting payments under it. We believe, however, that a  secured creditor's acceptance of voluntary payments does not run afoul of the automatic stay as long as the payments have  not been induced improperly. If "mere requests for payment are not barred absent coercion or harassment by the creditor," Morgan Guar. Trust Co. v. American Sav. & Loan, 804 F.2d 1487, 1491 & n.4 (9th Cir.1986), cert. denied, 482 U.S. 929  (1987), it is hard to see anything problematic in the acceptance of payment when the request has been honored. The  protections of § 524(c), the court's contempt power, and the debtor's privilege of rescinding the agreement all afford  protection against exploitation, and we are aware of no caselaw squarely holding that voluntary payments may never be  accepted during the stay.

2.Mischaracterization of the Law

32
The Pertusos maintain that the reaffirmation letter was misleading because it represented that Ford could seize the van if  the plaintiffs did not sign the agreement. The Pertusos acknowledge that a circuit split exists on this issue. Compare In re  Parker, 139 F.3d 668, 672-73 (9th Cir.), cert. denied, 525 U.S. 1041 (1998) (holding that debtor can retain collateral  without reaffirmation as long as required payments are continued) with In re Burr, 160 F.3d 843, 848-49 (1st Cir. 1998)  (recognizing that creditor may seize collateral absent reaffirmation).


33
It is significant, we think, that the Burr decision comes from the very jurisdiction in which the Pertusos reside. There  was no First Circuit caselaw contradicting Ford's representation at the time the representation was made, and the First  Circuit's subsequent decision in Burr validated the position Ford took with the Pertusos. Ford had "a plausible legal theory  establishing the existence of the asserted right," Briggs, 143 B.R. at 453, and the Pertusos' second argument fails for that  reason.

3.Intent Not to File Agreement

34
Stripped of its rhetoric, the Pertusos' complaint alleges that: (a) Ford solicited a reaffirmation agreement; (b) Ford did  not file the signed agreement in court; (c) Ford has a practice of not filing such agreements; (d) Ford failed to inform the  Pertusos that the agreement had not been filed; and (e) the Pertusos continued making their monthly payments pursuant to  the agreement. Absent from the complaint is any allegation that Ford engaged in any contact with the Pertusos aside from  the one-time solicitation of the agreement. Unlike some of the cases relied upon by the Pertusos, this is not a case where the  creditors were harassed with phone calls or barraged with correspondence; they received a single mailing, and that was it.


35
It would be fair to infer from the facts alleged in the complaint that Ford did not intend to file the reaffirmation  agreement. But Ford's plans in this regard are irrelevant, given the facts that the Pertusos were represented by an attorney, that they had previously stated their intent to reaffirmthe debt, that the reaffirmation agreement was reasonable on its face,  and that Ford was not guilty of harrassment. See Cox, 242 B.R. at 449; In re Wiley, 224 B.R. 58, 66 (Bankr. N.D. Ill. 1998); In re Holcomb, 234 B.R. 79, 82 (Bankr. N.D. Ill. 1999). If the Pertusos were interested in knowing whether the agreement  had been filed, it would have been simple enough for them or their attorney to find out. Viewed as a whole, the facts  alleged in the amended complaint simply do not evince conduct that "is contrary to what a reasonable person would  consider to be fair under the circumstances." Briggs, 143 B.R. at 453.


36
4.District Court's Finding of a § 524 Violation


37
The district court's opinion contains one somewhat curious wrinkle. Although rejecting the claim that § 524 provides a  private right of action, the court acknowledged, by way of dictum, that the Pertusos' complaint sufficiently alleged a  violation of that section. The Pertusos seize on this as support for their allegation of a right to relief under § 362.


38
Sections 524 and 362 apply to different time periods, of course. Section 362 applies during the automatic stay, whereas  § 524(a)(2) applies post-discharge. See In re Latanowich, 207 B.R. 326, 336 n.15 (Bankr. D. Mass. 1997). Nevertheless,  the Pertusos base their claims with respect to both sections on the same course of conduct - i.e., the solicitation of the  reaffirmation agreement and the acceptance of the Pertusos' monthly payments. If, as we have concluded, that course of  conduct did not violate § 362, we do not see how it could have violated § 524. See Cox, 242 B.R. at 449. The district  court's dictum was, in our view, incorrect.

D.PREEMPTION OF STATE LAW CLAIMS

39
In Bibbo v. Dean Witter Reynolds, Inc., 151 F.3d 559 (6th Cir. 1998), we described the three different types of  preemption of state law by federal law under the Supremacy Clause, U.S. Const. art. VI: (1) express preemption, which  occurs when Congress expresses an intent to preempt state law in the language of the statute; (2) field preemption, where  Congress intends fully to occupy a field of regulation; and (3)conflict preemption, "where it is impossible to comply with  both federal and state law, or where state law stands as an obstacle to the accomplishment and execution of the full  purposes and objectives of Congress." Id. at 562-63.


40
Several factors highlight the exclusively federal nature of bankruptcy proceedings. The Constitution grants Congress the  authority to establish "uniform Laws on the subject of Bankruptcies." U.S. Const. art. I, § 8. Congress has wielded this  power by creating comprehensive regulations on the subject and by vesting exclusive jurisdiction over bankruptcy matters  in the federal district courts. 28 U.S.C. § 1334(a). The pervasive nature of Congress' bankruptcy regulation can be seen just  by glancing at the Code:


41
"[A] mere browse through the complex, detailed, and comprehensive provisions of the lengthy Bankruptcy Code, 11  U.S.C. §§ 101 et seq., demonstrates Congress's intent to create a whole system under federal control which is  designed to bring together and adjust all of the rights and duties of creditors and embarrassed debtors alike. [Footnote  omitted.] While it is true that bankruptcy law makes reference to state law at many points, the adjustment of rights  and duties within the bankruptcy process itself is uniquely and exclusively federal. It is very unlikely that Congress  intended to permit the superimposition of state remedies on the many activities that might be undertaken in the  management of the bankruptcy process." MSR Exploration, Ltd. v. Meridian Oil, Inc., 74 F.3d 910, 914 (9th Cir. 1996).


42
The Pertusos argue that their state law unjust enrichment claim and their claim for an accounting are not inconsistent  with the Bankruptcy Code and thus should not be deemed to have been preempted. None of the cases on which they rely, however, involved unjust enrichment claims. Where such claims have been presented, courts have typically held them to be  preempted. See, e.g., Bessette, 230 F.3d at 447-48; Cox, 242 B.R. at 450; Pereira, 223 B.R. at 31-32; In re Knox, 237  B.R. 687, 702 (Bankr. N.D. Ill. 1999); In re Lenior, 231 B.R. 662, 675 (Bankr. N.D. Ill. 1999).


43
As Ford correctly points out, the Pertusos' state law claims presuppose a violation of the Bankruptcy Code. Permitting  assertion of a host of state law causes of action to redress wrongs under the Bankruptcy Code would undermine the  uniformity the Code endeavors to preserve and would "stand[] as an obstacle to the accomplishment and execution of the  full purposes and objectives of Congress." Bibbo, 151 F.3d at 562-63. Accordingly, and because Congress has preempted  the field, the Pertusos may not assert these claims under state law.


44
AFFIRMED.



Note:


1
  The Court of Appeals for the First Circuit recently concluded that § 524 may be enforced by a district court through §  105 without a contempt proceeding having been brought in the bankruptcy court. Bessette v. Avco Fin. Servs., Inc., 230 F.3d  439 (1st Cir. Oct. 27, 2000). Acknowledging that "§ 105 does not itself create a private right of action,"  the Bessette court went on to say that "a court may invoke § 105(a) 'if the equitable remedy utilized is demonstrably  necessary to preserve a right elsewhere provided in the Code . . . .'" Id. at 445 (quoting Noonan v. Secretary of HHS (In re  Ludlow Hosp. Soc'y, Inc.), 124 F.3d 22, 27 (1st Cir. 1997)).
To the extent that Bessette may be in tension with Kelvin, we adhere to the latter case. Section 105 undoubtedly vests  bankruptcy courts with statutory contempt powers, but it "does not authorize the bankruptcy courts to create substantive  rights that are otherwise unavailable under applicable law . . . ." United States v. Sutton, 786 F.2d 1305, 1308 (5th Cir.  1986) (citing Southern Ry. Co. v. Johnson Bronze Co., 758 F.2d 137, 141 (3d Cir. 1985)).


