Justice Charles Ramos
Plaintiff Syncora Guarantee Inc. provided financial guaranty insurance for RMBS transactions underwritten by Bear Stearns. Syncora alleged that Bear Stearns grossly misrepresented the risk of the underlying pooled loans. The transaction involved the sale of home equity lines of credit by defendant EMC Mortgage LLC, a Bear Stearns affiliate. The transaction was effectuated through a series of inter-locking agreements, including the Mortgage Loan Purchase Agreement (MLPA), the Sale and Servicing Agreement (SSA), and the Insurance & Indemnity Agreement (I&I). The court denied defendants’ motion to dismiss the breach of contract claims, finding that the parties did not include any language limiting Syncora’s remedies under the I&I. The court concluded that, to import the sole and exclusive remedy provision of the MLPA into the I&I, where it was specifically omitted, would be to distort the meaning of the parties’ written agreement, which is clear and unambiguous on its face.
