Allstate Insurance v. Countrywide Financial Corp., 824 F. Supp. 2d 1164

Allstate sues Countrywide entities, NB Holdings, Bank of America, and officers/directors alleging RMBS misrepresentations and related fraud claims.
Case involves multiple Countrywide RMBS offerings; plaintiff classes include Illinois and other plaintiffs; prior related actions and transfers shape timeliness and choice of law.
Court uses Ninth Circuit transfer rules: apply Ninth Circuit law to federal claims and New York law for state-law claims, with Illinois/de facto merger/borrowing issues interacting.
Choice-of-law disputes focus on aiding and abetting, successor liability, and New York borrowing statute (Illinois tolling and ISL three-year/ five-year periods).
Prior Maine State rulings hold many certificates time-barred under §11/§12(a)(2) and tolling issues; this order resolves those on the record before the court.
Court grounds the decision in extensive analysis of tolling, statute of limitations, and choice-of-law rules, concluding most federal claims are time-barred and certain state-law claims are time-barred as to Illinois purchases, while some claims proceed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Aiding and abetting governing law	Allstate argues California law applies	New York law governs; true conflict exists	New York law applies to aiding and abetting claims
De facto merger/successor liability law	Delaware law should apply to BoA successors	New York/Delaware conflict; state of incorporation controls	Delaware law governs de facto merger for successor liability against Bank of America Defendants
Borrowing statute applicability	Borrowing statute applies; Illinois limitations may bar claims	Waiver and application depend on posture; claims timely under Illinois law	Borrowing statute applies; Illinois ISL three-year limitations and five-year repose may bar some claims; addressed later sections
Statute of limitations under Illinois ISL for Illinois plaintiffs	ISL three-year period applies to common-law fraud; tolling via Luther class may apply	No tolling for all offerings; specific standing required	ISL three-year period governs Illinois plaintiffs; tolling limited; some claims time-barred while others survive for summary judgment
Martin Act preemption of negligent misrepresentation	Martin Act does not preempt common-law negligence claims	Martin Act preemption applies; private rights overridden	Martin Act does not preempt; negligent misrepresentation survives against some defendants

MBIA Ins. Corp. v. Countrywide Home Loans, Inc., 87 A.D.3d 287 (1st Dept. 2011) (NY court finds similar common-law fraud pleading adequate against Countrywide)
Maine State Ret. Sys. v. Countrywide Fin. Corp., 722 F. Supp. 2d 1157 (C.D. Cal. 2010) (Section 11/12 claims time-barred; American Pipe tolling determined by standing)
Maine State Ret. Sys. v. Countrywide Fin. Corp., 2011 WL 4389689 (C.D. Cal. 2011) (Maine State III; tolling and limitations analysis for additional offerings)
Stichting Pensionenfonds ABP v. Countrywide Fin. Corp., 802 F. Supp. 2d 1125 (C.D. Cal. 2011) (Discusses inquiry notice and timing under California law in RMBS context)
Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011) (Limits on speaker liability; guidance for 'making' statements)
Cooney v. Osgood Mach., Inc., 81 N.Y.2d 66 (1993) (Internal affairs doctrine considerations; choice-of-law relevance)
Tregenza v. Lehman Bros., Inc., 287 Ill. App. 3d 108 (1st Dist. 1997) (ISL three-year limitations for securities fraud claims)
American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974) ( tolling during class actions)
Gordon & Co. v. Ross, 63 F. Supp. 2d 405 (S.D.N.Y. 1999) (Borrowing statute accrual/ injury rule for economic damages)
Area MBIA v. Countrywide, (illustrative) (2011) (MBIA reliance on Janus/§10(b) distinctions in NY law context)