Full opinion text
MEMORANDUM OPINION SARA LIOI, District Judge. On September 7, 2009, Magistrate Judge Benita Pearson filed a Report and Recommendation (Doc. No. 102) resolving the Defendants’ dispositive motions. Both Plaintiffs and Defendants filed timely objections to the Report. (Doc. Nos. 104 and 105, respectively.) Upon de novo review of those portions of the Report to which the parties have made objection, this Court hereby ADOPTS, in part, and REJECTS, in part, the Report and Recommendation of the Magistrate Judge. As set forth more fully below, Defendants’ Joint Motion (Doc. No. 43) and Defendant Old Republic International Corporation’s motion to dismiss (Doc. No. 41) are GRANTED, and these consolidated cases are DISMISSED. This Court’s review of the Magistrate Judge’s Report and Recommendation is governed by 28 U.S.C. § 636(b), which requires a de novo decision as to those portions of the document to which objection is made. Because the parties objected only to those portions of the Magistrate Judge’s Report and Recommendation relating to the application of the filed rated doctrine and the McCarran-Ferguson Act to the claims in the Consolidated Complaint, as well as the manner in which the claims were to be dismissed, the remainder of the Report — including its account of the factual and procedural history of the case — is hereby accepted as written. Thus, the Court will only provide a brief review of the facts and procedural posture sufficient to adequately frame the issues presented by the various objections. BACKGROUND The named Plaintiffs in these consolidated cases are individuals who have purchased title insurance from certain Defendants at some time between March 2004 and the present. These Plaintiffs seek to bring a class action on behalf of all individuals who have purchased title insurance in Ohio during the relevant time period. (Case No. 1:08CV677, Doc. No. 36, Consolidated Complaint at ¶ 10(a)-(h).) Defendant insurers are alleged to have sold title insurance in Ohio during the relevant period, either directly or through subsidiaries. (Id. at ¶¶ 11-19.) Plaintiffs further allege that a number of the Defendant insurers are members of Defendant Ohio Title Insurance Rating Bureau (OTIRB), and that Defendant insurers charge the rates set by the OTIRB for their insurance policies. (Id. at ¶¶ 11-19, 21, 24; insurers and OTIRB shall be collectively referred to as “Defendants.”) The Ohio Revised Code governs the sale of title insurance in the State of Ohio, and, particularly, those regulations set forth in Title 39. While a review of the relevant regulations appears in the Magistrate’s Report, the Court finds it necessary to briefly sketch out the administrative landscape. Ohio Rev.Code § 3935.04(A) requires all title insurers to file with the superintendent of insurance “every form of a policy, endorsement, rider, manual, minimum class rate, rating schedule, or rating plan, and every other rating rule, and every modification of any of them, which it proposes to use.” Insurers may satisfy their obligation to make such filings by subscribing to, or becoming a member of, a licensed rating bureau. Ohio Rev.Code § 3935.04(B). The parties agree that OTIRB is a licensed rating bureau under § 3935.04(B). Where insurers belong to a rating bureau, they may permit the bureau to submit on their behalf proposed rates, along with supporting information, for consideration by the Department of Insurance. Ohio Rev.Code § 3935.04(A). The superintendent “shall review filings as soon as reasonably possible [... ].” § 3935.04(C). A proposed rate becomes final thirty (30) days after it is filed, “unless it is disapproved by the superintendent within the waiting period.” § 3935.04(D). During the waiting the period, the superintendent may require the insurer, or its bureau, to submit additional information in support of its requested rate. He may also find that the filing does not comply with the Ohio Revised Code. § 3935.05(B). Once a rate submitted by a bureau has been approved by the Department of Insurance (or has not been disapproved after the expiration of the 30 day waiting period), however, the rate becomes the only legal rate. As such, the insurer members are not permitted to charge a different rate for title insurance, unless the insurer successfully petitions the superintendent for permission to deviate from the filed rate. §§ 3935.04(H); 3935.07. At no time does the State of Ohio relinquish its right to monitor and control the rates charged for title insurance. At any time after the waiting period has expired, the superintendent may find that the filed rate no longer meets the requirements of § 3935.01 to § 3935.17, and he shall, after a hearing and upon due notice, issue a determination that the rate is no longer effective. § 3935.05(C). Any person or organization aggrieved by a filed rate may submit a written application requesting a hearing before the superintendent. If (after the hearing) the superintendent finds the application to have merit, he shall issue a decision setting forth his reasons for finding that the rate is no longer effective. § 3935.05(D). At the heart of these consolidated actions is the allegation that Defendants have conspired to fix prices for title insurance in violation of § 1 of the Sherman Act, 15 U.S.C. § 1, and Ohio’s Valentine Act, Ohio Rev.Code § 1331.01 et seq. (Cons. Compl. at ¶¶ 49, 58, 66.) According to Plaintiffs, Defendant insurers use the OTIRB to set and charge “supracompetitive” rates. (Id. at ¶¶ 49-50, 52.) Allegedly hidden within these inflated rates are unlawful kickbacks and other charges unrelated to title insurance or the services provided in connection with title insurance. (Id. at ¶¶ 49-50.) These allegations form the basis of Plaintiffs’ sole causes of action under the Sherman Act (“the federal claims”) and the Valentine Act (“the state claims”). Plaintiffs seek damages and injunctive relief for both the federal and state claims. Defendant Stewart Information Services Corporation (Stewart) filed a motion to dismiss for lack of personal jurisdiction (Doc. No. 40); Defendant Old Republic International Corporation (Old Republic) moved to dismiss for failure to state a claim under the Sherman and Ohio Valentine Acts, and for improper venue and personal jurisdiction (Doc. No. 41); and all Defendants filed a joint motion to dismiss on the grounds that Plaintiffs’ claims were barred by the filed rate doctrine and by the MeCarran-Ferguson Act (Doc. No. 43). The Court permitted Plaintiffs to conduct limited discovery prior to responding to these dispositive motions. Once fully briefed, the motions were referred to Magistrate Judge Benita Pearson for the preparation of a Report and Recommendation. The Magistrate Judge conducted a hearing on the motions on May 26, 2009. Thereafter, she issued a Report and Recommendation, wherein she recommended that Defendants’ joint motion be granted on the grounds that the federal and state antitrust claims were barred by the filed rate doctrine and/or the McCarran-Ferguson Act, and that Old Republic’s motion to dismiss be granted on the ground that Plaintiffs failed to state a claim against it. She also recommended that all corporate parent Defendants be dismissed without prejudice, that both of the claims in the Consolidated Complaint be dismissed without prejudice against the remaining Defendants, and that Stewart’s motion be denied as moot. (Report at 56.) Plaintiffs object to the Magistrate Judge’s conclusion that their claims are barred by the filed rate doctrine and/or the McCarran-Ferguson Act. Defendants object to the Magistrate Judge’s recommendation that the claims be dismissed without prejudice. The Court heard oral argument on the objections on December 17, 2009. After the hearing, the Court permitted the parties to file supplemental briefs. (Doc. No. 115, Exs. 1, 2.) Now, with the benefit of multiple hearings and the parties’ extensive briefing, the Court is prepared to rule. STANDARD OF REVIEW Defendants bring their joint motion under Fed.R.Civ.P. 12(b)(6). When reviewing a motion to dismiss for failure to state a claim, the Court must construe the complaint in the light most favorable to the plaintiff, accept all well-pleaded factual allegations as true, and determine whether the moving party is entitled to judgment as a matter of law. Commer. Money Ctr., Inc. v. Ill. Union Ins. Co., 508 F.3d 327, 336 (6th Cir.2007) (citing United States v. Moriarty, 8 F.3d 329, 332 (6th Cir.1993)). To survive a motion to dismiss under Rule 12(b)(6), the complaint must contain “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). “Although this is a liberal pleading standard, it requires more than the bare assertion of legal conclusions. Rather, the complaint must contain either direct or inferential allegations respecting all the material elements to sustain a recovery under some viable legal theory.” First Am. Title Co. v. Devaugh, 480 F.3d 438, 444 (6th Cir.2007) (quoting Se. Tex. Inns, Inc. v. Prime Hospitality Corp., 462 F.3d 666, 671-72 (6th Cir.2006)). ANALYSIS I. THE FILED RATE DOCTRINE The filed rate doctrine precludes an award of damages under antitrust laws where recovery is premised on payments made under rates approved by a regulatory agency. In her Report and Recommendation, the Magistrate Judge held the filed rate doctrine applied to preclude both Plaintiffs’ federal and state claims for damages, but did not operate to bar Plaintiffs’ claim for injunctive relief. In their objection, Defendants assert that the filed rate doctrine bars Plaintiffs’ causes of actions in their entirety, including Plaintiffs’ claims for injunctive relief. In their objections, Plaintiffs first claim that the filed rate doctrine is inapplicable to the Ohio title insurance industry. Alternatively, Plaintiffs claim that the filed rate doctrine is inapplicable to this case because Defendants’ rate filings do not comply with Ohio’s rate filing requirements. Finally, Plaintiffs assert that even if the filed rate doctrine bars their claims for damages, it does not bar their claims for injunctive relief. Each of these arguments is addressed seriatim. Application of The Filed Rate Doctrine to the Ohio Title Insurance Industry is Appropriate Keogh, Square D, and the Continued Vitality of the Filed Rate Doctrine The filed rate doctrine made its first substantial appearance in an antitrust context in 1922, in Keogh v. Chicago & Northwestern R. Co., 260 U.S. 156, 43 S.Ct. 47, 67 L.Ed. 183 (1922). In Keogh, the Supreme Court held that a private shipper could not maintain a cause of ac-tion against an association of freight carriers that had collectively agreed on shipping rates that had been filed with, and approved by, the Interstate Commerce Commission (“ICC”) under authority derived by the Interstate Commerce Act (“ICA”). Id. at 161, 43 S.Ct. 47. The rates were approved by the ICC as reasonable and non-diseriminatory, and were therefore legal under the ICA. Id. The Court reasoned that once the ICC approved the rate, it became legal — and a legal rate is not actionable as an antitrust injury, even if the rate resulted from an illegal combination of the carriers to fix rates. Id. at 162-3, 43 S.Ct. 47 (“A rate is not necessarily illegal because it is the result of a conspiracy in restraint of trade in violation of the [Sherman] Act. What rates are legal is determined by the [ICA].”). In Keogh, the Supreme Court reasoned that if it were to grant relief based on an antitrust violation, the authority of the ICC would be undermined. Id. at 164, 43 S.Ct. 47 (“The powers conferred upon the Commission are broad. It may investigate and decide whether a rate has been, whether it is, or whether it would be discriminatory.”). Moreover, granting relief would require a court to speculate as to what the proper rate should be, a task for which courts are ill-suited. Id. Finally, an antitrust remedy in the form of damages would be discriminatory, providing relief to plaintiffs, but not to other consumers, which was contrary to the ICA’s goal of uniform rates. Id. at 163, 43 S.Ct. 47. The filed rate doctrine is not without its critics. In Square D Co. v. Niagara Frontier Tariff Bureau, 476 U.S. 409, 106 S.Ct. 1922, 90 L.Ed.2d 413 (1986), the Supreme Court recognized that, as extensively noted by Judge Friendly in the Second Circuit decision under review, several developments had undermined the reasoning of Keogh in the six decades since its pronouncement. For example, the Court acknowledged: the development of class actions, which might alleviate the expressed concern about unfair rebates; the emergence of precedents permitting treble-damages remedies even when there is a regulatory remedy available; the greater sophistication in evaluating damages, which might mitigate the expressed fears about the speculative nature of such damages; and the development of procedures in which judicial proceedings can be stayed pending regulatory proceedings. Square D, 476 U.S. at 423, 106 S.Ct. 1922 (citing Square D Co. v. Niagara Frontier Tariff Bureau, Inc., 760 F.2d 1347, 1356 (2d Cir.1985) (Friendly, J.)). While the Court praised Judge Friendly’s analysis as “characteristically thoughtful and incisive,” it declined his invitation to overrule Keogh and instead reaffirmed the filed rate doctrine on stare decisis grounds for the sake of stability in the law. “If there is to be an overruling of the Keogh rule, it must come from Congress, rather than from this Court.” Square D, 476 U.S. at 424, 106 S.Ct. 1922. Other courts that have questioned the filed rate doctrine have also adhered to it stare decisis principles. See, e.g., Security Servs. v. K Mart Corp., 511 U.S. 431, 440, 114 S.Ct. 1702, 128 L.Ed.2d 433 (1994) (holding that the filed rate doctrine is “not subject to discretionary enforcement” even though “some may debate in other forums about [its] wisdom”); Goldwasser v. Ameritech Corp., 222 F.3d 390, 402 (7th Cir.2000) (applying filed rate doctrine in a telecommunications act case, noting that “[although the doctrine had come under some criticism, the Supreme Court reaffirmed it in Square D [ ], and we are bound to follow it.”). The Sixth Circuit, in one of its few opinions that addresses the filed rate doctrine, commented on Square D as follows: We do not read [Square D’s ] deferential language as an adoption of Judge Friendly’s rationale, for on its face it is a polite refusal of an invitation. Since the Supreme Court did in fact uphold the ruling in Keogh we construe its cited language to be that the Keogh rationale, whatever else might be said of it, still commands, in the Supreme Court’s view, the support of Congress. Justice Stevens emphasized “Keogh’s role as an essential element of the settled legal context in which Congress has repeatedly acted in this area.” Square D, 106 S.Ct. at 1930. Furthermore, we do not believe that either Keogh or Square D was intended to be limited solely to antitrust damage claims brought by shippers. Pinney Dock & Transp. Co. v. Penn Cent. Corp., 838 F.2d 1445, 1452 (6th Cir.1988). Although free to do so, Congress has not acted to abrogate the filed rate doctrine. Plaintiffs Misapprehend the Nature of the Filed Rate Doctrine In their opposition, Plaintiffs correctly assert that the filed rate doctrine has never been applied to the Ohio title insurance industry. While Plaintiffs acknowledge that the Supreme Court has applied the filed rate doctrine to areas outside the ICC, see AT & T Co. v. Central Office Tele., Inc., 524 U.S. 214, 118 S.Ct. 1956, 141 L.Ed.2d 222 (1998) (applying the filed rate doctrine to the Communications Act, noting that its provisions “share [the ICC’s] goal of preventing unreasonable and discriminatory charges”); Ark. La. Gas Co. v. Hall, 453 U.S. 571, 101 S.Ct. 2925, 69 L.Ed.2d 856 (1981) (applying filed rate doctrine based upon rates filed with the Federal Energy Regulatory Commission), they insist that an extension of the filed rate doctrine to the Ohio title insurance industry is improper because the Supreme Court “has repeatedly held that implied exemptions to antitrust liability are strongly disfavored.” (Doc. No. 77 at 17.) Plaintiffs also correctly argue that “[r]epeals of the antitrust laws by implication from a regulatory statute are strongly disfavored, and have only been found in cases of plain repugnancy between the antitrust and regulatory provisions.” United States v. Philadelphia National Bank, 374 U.S. 321, 350-51, 83 S.Ct. 1715, 10 L.Ed.2d 915 (1963). While Plaintiffs are correct in their general assertion, and courts indeed must be extremely reluctant to imply antitrust immunity, Plaintiffs fundamentally misapprehend the nature of the filed rate doctrine, which is not an immunity at all. The filed rate doctrine does not create an antitrust immunity. Square D squarely rejected the proposition, advanced by petitioners in that case, that the filed rate doctrine is properly characterized as an immunity. Square D, 476 U.S. at 422, 106 S.Ct. 1922 (stating that Keogh’s holding that an award of damages is not an available remedy claiming that a filed rate was the product of an antitrust violation “is far different from the creation of an antitrust immunity”). “A critical distinction remains between an absolute immunity from all antitrust scrutiny and a far more limited nonavailability of the private treble-damages remedy.” Id. at 422 n. 28, 106 S.Ct. 1922 (emphasis in original). The filed rate doctrine is merely a judicially created restriction on remedies and standing under which private plaintiffs are barred from suing for a damage recovery. It does not preclude injunctive relief or prohibit the Government from seeking civil or criminal redress. Therefore, this Court rejects Plaintiffs’ contention that applying the filed rate doctrine to the Ohio title insurance industry would be an impermissible extension of antitrust immunity. Nonjusticiability and Nondiscrimination: The Policies Underlying the Filed Rate Doctrine Support its Application to the Ohio Title Insurance Industry “[T]wo companion principles lie at the core of the filed rate doctrine: first, that legislative bodies design agencies for the specific purpose of setting uniform rates, and second, that courts are not institutionally well suited to engage in retroactive rate setting.” Wegoland Ltd. v. NYNEX Corp., 27 F.3d 17, 19 (2d Cir.1994). Under the first, the “nonjusticiability” principle, the filed rate doctrine “preserve[s] the regulating agency’s authority to determine the reasonableness of rates,” H.J., Inc. v. Northwestern Bell Tel. Co., 954 F.2d 485, 488 (8th Cir.1992). Under the second, the “nondiscrimination” principle, the filed rate doctrine “insure[s] that the regulated entities charge only those rates that the agency has approved or been made aware of as the law may require.” Id. The filed rate doctrine “is applied strictly to prevent a plaintiff from bringing a cause of action even in the face of apparent inequities whenever either the nondiscrimination strand or the nonjusticiability strand underlying the doctrine is implicated by the cause of action the plaintiff seeks to pursue.” Marcus v. AT & T Corp., 138 F.3d 46, 59 (2d Cir.1998) (emphasis added). This Court therefore turns to determine whether or not either of the principles underlying the filed rate doctrine are implicated here. a) Nonjusticiability Defendants maintain that Plaintiffs’ asserted request for relief “would inescapably require this Court to make a new determination of what the multitude of different title insurance rates would have been absent Defendants’ alleged ‘illegal conduct.’ ” (Doc. No. 115-2 at p. 30.) As to Plaintiffs’ request for damages, this Court agrees. The nonjusticiability principle preserves an important purpose of the filed rate doctrine: to prohibit courts from second-guessing a regulating agency’s determination as to the reasonableness of a given rate. “As compared with the expertise of regulating agencies, courts do not approach the same level of institutional competence to ascertain reasonable rates.” Wegoland, 27 F.3d at 21. “Courts are simply ill-suited to systematically second guess the regulators’ decisions and overlay their own resolution.” Id. This doctrine therefore precludes claims for damages where a court would be required to substitute “its judgment as to reasonable rates for that of an agency with specialized knowledge of the area.” County of Suffolk v. Long Island Power Auth., 154 F.Supp.2d 380, 385 (E.D.N.Y.2000). Turning to the specifics of this case, Plaintiffs’ claim for damages is addressed in paragraph 68 of their complaint: During the period of the antitrust violations by defendants and their co-conspirators, plaintiffs and each member of the Class they represent, have purchased title insurance and, by reason of the antitrust violations herein alleged, paid more for such than would have been paid in the absence of said antitrust violations. As a result, plaintiffs and each member of the Class they represent, have been injured and damaged in an amount presently undetermined. (Doc. No. 36 at ¶ 68.) At the December 17, 2009 oral argument, Judge Dowd pointedly asked counsel for Plaintiffs to explain their theory on damages: THE COURT: Right. I don’t have this question on here, but if [t]he Court were to determine this case could go forward and that eventually plaintiffs would prevail, it would be in a class action structure, the individual plaintiffs would be entitled to some recovery? Play out for me how this case would work out in terms of remedy. MR. COHEN: Bruce Cohen, Your Hon- or. THE COURT: Go ahead. MR. COHEN: It would depend [on] the way the case went forward, Your Honor. If Your Honor were to find that the filed rate doctrine does not apply in Ohio title insurance and if Your Honor found McCarran-Ferguson was not applicable and we went forward on the damage case, at that point— THE COURT: You still have to show conspiracy. MR. COHEN: That would be a matter of proof because we alleged an antitrust violation in section 1. So we go forward and should we prevail, then there would be a damage analysis, damage finding. THE COURT: First off, there would have to be a finding of conspiracy. MR. COHEN: There are three elements for a Section 1 case. There’s a finding of conspiracy, a finding of impact from the conspiracy, and finding of damages. THE COURT: Right. MR. COHEN: The class would go forward on that basis. There would be a damage finding if we were successful and— THE COURT: How would you establish damage? MR. COHEN: By expert testimony. THE COURT: What the rates should have been had there been competition? MR. COHEN: At this point I haven’t gotten that far into it. THE COURT: I’m trying to figure out. (Doc. No. 114, Transcript from December 17, 2009 oral argument (hereinafter designated as “TR at — ”) at 82-83.) The Court ordered each side to simultaneously submit post-hearing memorandums, with no page restrictions and no content restrictions. {Id. at 101-102.) Plaintiffs offered no additional argument as to how damages might be calculated absent an inquiry into the reasonableness of the rates determined by the Ohio Department of Insurance. Plaintiffs’ attempt to avoid this difficult question is telling, and the answer is inescapable. As alleged repeatedly in their complaint, and reiterated multiple times in pleadings and at oral argument, Plaintiffs’ theory is that Defendants’ illegal conduct caused Plaintiffs to pay higher title insurance rates, instead of what the rate would have been “in the absence of said antitrust violations.” The only way to quantify this harm would require this Court, at some point in the future and assuming liability is proven, to make a determination of “what the rate would have been.” This quantification is the very relief the filed rate doctrine expressly forbids. Therefore, because Plaintiffs’ complaint implicates the nonjusticiability principle, the filed rate doctrine applies to preclude their claim for damages. b) Nondiscrimination As discussed above, the filed rate doctrine applies “whenever either the nondiscrimination strand or the nonjusticiability strand underlying [it] is implicated by the cause of action the plaintiff seeks to pursue.” Dolan v. Fid. Nat’l Title Ins. Co., 365 Fed.Appx. 271 (2d Cir.2010) (citing Marcus, 138 F.3d at 59). Therefore, the Court’s conclusion that the nonjusticiability principle is implicated by Plaintiffs’ complaint is sufficient alone to apply the filed rate doctrine. The Court also finds, however, that nondiscrimination concerns are implicated and will briefly address that principle here. The nondiscrimination principle underlying the filed rate doctrine holds that allowing a court to bind a regulated entity' to a rate that was neither filed nor found to be reasonable would undermine legislative schemes premised upon uniform rate regulation. Ark. La. Gas Co. 453 U.S. at 579, 101 S.Ct. 2925. In Marcus, the Second Circuit observed that “the Supreme Court has rejected the suggestion that the development of class actions, which might alleviate the [... ] concern about nondiscrimination, made the nondiscrimination principle [of the filed-rate doctrine] inapplicable to a putative class action.” 138 F.3d at 61 (internal quotation marks & alterations omitted) (citing Square D, 476 U.S. at 423, 106 S.Ct. 1922). The Ninth Circuit has similarly “reject[ed] the argument that the filed-rate doctrine is inapplicable to class actions.” Enns v. NOS Communs. (In re NOS Communs.), 495 F.3d 1052, 1059 (9th Cir.2007). The filed rate doctrine serves the purpose of nondiscrimination by prohibiting a court from entering a judgment that would serve to alter the rate paid by a plaintiff. See Hill v. BellSouth Telcomms., Inc., 364 F.3d 1308, 1316 (11th Cir.2004). “Even if such a challenge does not, in theory, attack the filed rate, an award of damages to the customer-plaintiff would, effectively, change the rate paid by the customer to one below the filed rate paid by other customers.” Id. Therefore, no claim can be permitted to go forward that, “if successful, would require an award of damages that would have the effect of imposing different rates upon different consumers.” Bryan v. BellSouth Comm’s., 377 F.3d 424, 430 (4th Cir.2004). In this case, it is undisputed that Defendants are only permitted to charge the filed rate approved by the Department of Insurance, Ohio Rev.Code § 3935.04(H), such rates having been reviewed by the Department to ensure that the rates “shall not be excessive, inadequate, or unfairly discriminatory.” § 3935.03(B). Examining Plaintiffs’ allegations reveals that, if Plaintiffs succeed in their claims for damages, Defendants “would, in essence, be forced to refund to [Plaintiffs] the amount allegedly overcharged.” Taffet v. Southern Co., 967 F.2d 1483, 1491 (11th Cir.1992) (Taffet II). While this Court recognizes that “concerns for discrimination are substantially alleviated in [a] putative class action,” Wegoland, 27 F.3d at 22, those concerns, albeit diminished, still exist. See Marcus and In re NOS Communs., supra. Therefore, Plaintiffs’ complaint also implicates the nondiscrimination principle, and the filed rate doctrine applies to preclude their claim for damages on this independent ground as well. Plaintiffs’ Contentions that the Filed Rate Doctrine is Inapplicable Because the Ohio Department of Insurance Conducts “No Meaningful Review” of Filed Rates and the Ohio Title Insurance Scheme is not a “Pervasive Regulatory Regime” are Without Merit Plaintiffs next argue that the filed rate doctrine should not be applied to the Ohio title insurance industry because the Ohio “regulatory regime [is] not sufficiently pervasive to ensure adequate regulatory oversight of those rates” and “there is no attempt by the [Ohio Department of Insurance] to meaningfully regulate title insurance filings.” (Doc. No. 77 at p. 19.) The Court disagrees. c) The Filed Rate Doctrine Applies Regardless of the Level of Agency Review The Supreme Court has rejected the argument that the filed rate doctrine can only be predicated on a minimum level of agency review. In Square D, the Supreme Court rejected the petitioner’s contention that the filed rate doctrine was inapplicable due to the fact that, unlike Keogh, no ICC hearing reviewing the rate had been held. The Court held that the Second Circuit decision “properly concluded that Keogh was not susceptible to such a narrow reading,” Square D, 476 U.S. at 417 n. 19, 106 S.Ct. 1922, and approvingly cited Judge Friendly’s decision: “Rather than limiting its holding to cases where, as in Keogh, rates had been investigated and approved by the ICC, the Court said broadly that shippers could not recover treble-damages for overcharges whenever tariffs have been filed.” Id. (quoting Square D Co. v. Niagara Frontier Tariff Bureau, Inc., 760 F.2d 1347, 1351 (2d Cir.1985)) (emphasis added). Thus, it is the filing of the rates with the regulating agency that triggers the filed rate doctrine, not any minimum level of review undertaken by the agency. Square D’s decision to apply the filed rate doctrine irrespective of the level of agency review has been widely followed by other federal courts. In Goldwasser, the Seventh Circuit rejected the notion that the filed rate doctrine does not apply because a reviewing agency “rarely exercise[s][its] muscle and thus give[s] no meaningful review to the rate structure.” Goldwasser, 222 F.3d at 402. Going even further, the First Circuit explained that “it is the filing of the tariffs, and not any affirmative approval or scrutiny by the agency, [... ] that triggers the filed rate doctrine.” Town of Norwood v. New England Power Co., 202 F.3d 408, 420 (1st Cir.2000) (emphasis in original). A district court in this circuit, under the assumption that “rates were never subjected to meaningful agency review,” drew on Square D and held that “[e]ven so, the filed rate doctrine retains a sound basis. It applies to all duly submitted, lawful rates regardless of the extent of the regulatory agency’s inquiry into the appropriateness of those rates.” Daleure v. Kentucky, 119 F.Supp.2d 683, 689 (W.D.Ky.2000) (emphasis added). See also In re Pa. Title Ins. Antitrust Litig., 648 F.Supp.2d 663, 675 (E.D.Pa.2009) (holding that where the statutory scheme provides for agency review of title insurance rates, “the filed rate doctrine applies irrespective of the degree of agency inquiry, scrutiny, or exercise of regulatory muscle”). Plaintiffs contend that two Ninth Circuit decisions, Wileman Bros. & Elliott, Inc. v. Giannini, 909 F.2d 332 (9th Cir.1990), and Brown v. Ticor Title Ins. Co., 982 F.2d 386 (9th Cir.1992) (which relies primarily on Wileman Bros.), dictate a different conclusion. In Wileman Bros., nectarine and plum producers served as members or employees of administrative committees appointed by the Secretary of Agriculture to issue and enforce standards for marketing nectarines and plums. “The committee members promulgated the regulations themselves rather than making recommendations to the Secretary.” Brown, 982 F.2d at 393 (citing Wileman Bros., 909 F.2d at 337). The Ninth Circuit rejected defendants’ contention that, under the statutory scheme, “the Secretary tacitly approved the [filed rate] by failing to disapprove them as provided for in the regulations governing the committees.” Wileman Bros., 909 F.2d at 337. The statute in question, 7 C.F.R. § 916.62, provided “[e]ach and every regulation, decision, determination, or other act of the committee shall be subject to the continuing right of the Secretary to disapprove of the same at any time.” The Ninth Circuit held that Square D and Keogh mandated that “governmental approval was required before there could be any effect from the collective activity and it was such approval that legitimized the allotments and the rates.” Wileman Bros. 909 F.2d at 337-38. The court continued to hold that “the mere fact of failure to disapprove, however, does not legitimize otherwise anticompetitive conduct [...]. [Nondisapproval] does not guarantee any level of review whatsoever.” Id. The Ohio title insurance scheme is readily distinguishable from the Agricultural Marketing Agreement and Act of 1937 at issue in Wileman Bros. The Ohio title insurance does mandate that proposed rates become final thirty days after being filed “unless disapproved by the superintendent within the waiting period.” Ohio Rev.Code. § 3935.04(D). But unlike the statute in Wileman Bros., the Ohio statutory scheme demands an affirmative duty of the superintendent. The superintendent “shall review filings as soon as reasonably possible.” § 3935.04(C) (emphasis added). While the agricultural marketing statute in Wileman Bros, gives the Secretary of Agriculture the right to review the committee’s filings, review of rates submitted by the rating bureaus in Ohio to the Department of Insurance is mandated. While rates become effective “unless disapproved by the superintendent within the waiting period,” the superintendent’s affirmative duty to review rate filings warrants the conclusion that rates that become effective as a result of approval by the Department of Insurance, and not as the result of the “mere fact of failure to disapprove.” Brown v. Ticor Title Insurance involved Arizona and Wisconsin title insurance regulations which permitted the filing of rates by rating bureaus. Relying on Wileman Bros, (and failing to even mention Square D), the Ninth Circuit held: if those rates were the product of unlawful activity prior to their being filed and were not subjected to meaningful review by the state, then the fact that they were filed does not render them immune from challenge. The absence of meaningful state review allows the insurers to file any rates they want. Therefore, the act of filing does not legitimize a rate arrived at by improper action. The regulations of Arizona and Wisconsin require only “non-disapproval” of the rates and do not require compliance with strict guidelines such as those set forth under the ICC regulations. This case falls within the holding of Wileman, and we therefore hold the filed tariff doctrine is not applicable under either the Arizona or Wisconsin regulatory schemes. Brown, 982 F.2d at 394. In the first instance, other than stating the regulations require only “non-disapproval and do not require compliance with strict guidelines” Brown offers no meaningful discussion of either the Arizona or Wisconsin regulatory schemes and is nearly devoid of analysis. Given Brown’s exclusive reliance on Wile-man Bros, and its conclusion that “this case falls within the holding of Wileman,” however, one reasonable conclusion is that the Arizona and Wisconsin regulatory schemes at issue do not require any affirmative review by an agency whatsoever. As discussed above, however, the Ohio statutory scheme clearly contemplates more than mere non-disapproval by the Department of Insurance. Moreover, the Ohio statutory scheme requires compliance with strict guidelines. See Ohio Rev.Code. § 3935.03 (detailing regulations as to how “rates shall be made”) and § 3935.04(C) (requiring the superintendent to “review filings as soon as reasonably possible after they have been made in order to determine whether they meet the requirements of sections 3935.01 to 3935.17”). While Brown characterized the Arizona and Wisconsin regulatory schemes as lacking meaningful state review, which it interpreted to mean allowing “insurers [to] file any rate they want,” the Ohio regulatory scheme would clearly disallow such filings. § 3935.03(B) (“Rates shall not be excessive, inadequate, or unfairly discriminatory.”). Finally, to the extent Brown even warrants any consideration from this Court, it is clearly an outlier case. McCray v. Fid. Nat’l Title Ins. Co., 636 F.Supp.2d 322, 329 (D.Del.2009) (“Other than the Ninth Circuit in Brown, no other court has taken such a narrow view of the applicability of the filed rate doctrine.”). Plaintiffs also rely on Blaylock v. First Am. Title Ins. Co., 504 F.Supp.2d 1091 (W.D.Wash.2007). In Blaylock, the court declined to apply the filed rate doctrine to a challenge to practices by the Washington title insurance industry under state antitrust law. Again, Blaylock is easily distinguishable from this case. In Washington, “title insurance is specifically exempted” from the comprehensive scheme for setting insurance premiums generally, and, “[c]omparatively, title insurance rates are subjected to a relatively superficial system of regulation.” Blaylock, 504 F.Supp.2d at 1095-96. “The most salient difference is that the Code does not require the [Office of the Insurance Commissioner] to review title insurance rates. Although the rates are submitted, and the Commissioner has 15 days in which review could occur before the rates go into effect, the Code does not actually mandate review.” Id. (emphasis added). As discussed above, however, the Ohio title insurance scheme mandates affirmative review by the superintendent. At most, Wileman Bros., Brown, and Blaylock stand for the proposition that where no review is mandated by a statutory scheme, the filed rate doctrine may be inapplicable. Even if true, the Ohio title insurance regulatory scheme’s mandate of affirmative review of filed rates by the superintendent distinguishes it from the schemes in those cases. The Sixth Circuit has not ruled on whether “meaningful review” is a predicate for applying the filed rate doctrine to a regulatory scheme. This Court believes that the reasoning of cases that opine that it is unnecessary for a rate to undergo a certain “meaningful” level of scrutiny to fall within the gambit of the filed rate doctrine very persuasive, believes the Sixth Circuit would so hold, and hereby adopts that view. This view is consistent with the overarching nonjusticiability policy underlying the filed rate doctrine. Just as courts do not have the “same level of institutional competence to ascertain reasonable rates,” see Wegoland, supra, nor are courts well-suited to make ex post inquiries as to whether or not an agency’s review of a particular rate was “meaningful.” Defining the contours of an agency’s review of a filed rate is a task best left to the legislative branch. Therefore, even assuming as true Plaintiffs’ contention that the Ohio Department of Insurance’s level of review, which clearly and unlike Wileman Bros, contemplates more than mere non-disapproval, does not “meaningfully regulate title insurance filings,” the filed rate doctrine still applies, d) The Ohio Statutory Scheme Provides the Department of Insurance With the Authority to Review Rates Defining the contours of an agency’s review of a filed rate is an inappropriate area for a court’s inquiry. But for a court to consider a rate to be a “filed rate,” the statutory scheme must provide the regulatory agency with the authority to deem a rate “filed,” that is, to assess the rates’ compliance with statutory requirements for filed rates. See Tex. Commer. Energy v. TXU Energy, Inc., 413 F.3d 503, 510 (5th Cir.2005) (applying filed rate doctrine to statutory scheme because the scheme provided agency “oversight over the market [ ] sufficient to conclude that [the rates in question] are ‘filed’ within the meaning of the filed rate doctrine”); Town of Norwood, 202 F.3d at 419 (holding market-based rates are still “filed rates” for purposes of the filed rate doctrine because agency “is still responsible for ensuring ‘just and reasonable’ rates and, to that end, wholesale power rates continue to be filed and subject to agency review”). Compare Williams v. Duke Energy Int’l, Inc., 606 F.Supp.2d 783, 790-791 (S.D.Ohio 2009) (hypothesizing that if an agency did not have “the authority to determine whether the rates are discriminatory or involve unlawful discounting of charges [... ] the filed rate doctrine would be inapplicable”). Plaintiffs do not dispute the mechanics of the Ohio title insurance scheme as discussed by the Court, supra, but contend that courts refuse to apply the filed rate doctrine to situations where there is “no pervasive regulatory regime.” While Plaintiffs never inform the Court what exactly a “pervasive regulatory regime” might entail, Plaintiffs suggest that Hanson v. Acceleration Life Ins. Co., No. A397-152, 1999 WL 33283345 (D.N.D. March 16, 1999) (unpublished) is informative. In Hanson, the court declined to apply the filed rate doctrine to the North Dakota long-term care insurance scheme. The court in Hanson noted the uncontroversial principle that the underlying conduct of the defendant “does not control whether the filed rate doctrine applies. Rather the focus for determining whether the filed rate doctrine applies is the impact the court’s decision will have on agency procedures and rate determinations.” H.J., Inc. v. Northwestern Bell Tel. Co., 954 F.2d 485, 489 (8th Cir.1992). The court then determined that, under the North Dakota code, “there is a lack of statutory language requiring approval of rate increases” and “[s]imply put, the North Dakota Insurance Commissioner does not have the authority to establish long term care insurance policy rates.” Hanson, 1999 WL 33283345 at *4. Against this backdrop, the court in Hanson’s conclusion that the filed rate doctrine was inapplicable is hardly surprising and is consistent with Tex. Commer. Energy and Town of Norwood, supra. Under the North Dakota statutory scheme, neither of the underlying principles of the filed rate doctrine is implicated. First, long-term care insurance providers were not required to adhere to any rate, but instead could increase rates without the approval of the insurance commissioner. This obviates any concerns surrounding the applicability of the nondiscrimination principle of the filed rate doctrine, which “insure[s] that the regulated entities charge only those rates that the agency has approved or been made aware of as the law may require.” H.J., 954 F.2d at 488. Second, where an agency has no authority to establish rates, there are no nonjusticiability concerns — a court need not worry about “second-guessing” a regulating agency’s reasonableness determination when that agency is not permitted to make the “first guess” at all. Plaintiffs’ attempt to analogize a statute where the “regulating” agency in question need not approve, and does not have the authority to establish, insurance rates to the Ohio title insurance scheme fails, and fails miserably. The Ohio title insurance scheme clearly gives the Department of Insurance the authority to assess rates’ compliance with statutory requirements. The superintendent is specifically tasked with determining whether the rates are excessive, inadequate, or unfairly discriminatory. It is this authority that allows this Court to consider an Ohio title insurance rate a “filed rate.” See Tex. Commer. Energy, 413 F.3d at 510. Therefore, this Court rejects Plaintiffs’ unsupported contention that application of the filed rate doctrine is inappropriate because the Ohio title insurance scheme is “not sufficiently pervasive.” No “Fraud or Wrongful Act” or “Improperly Filed” Exception Exists to Preclude the Application of the Filed Rate Doctrine to Plaintiffs’ Action for Damages Plaintiffs next argue that the filed rate doctrine should not be applied to the Ohio title insurance regulatory scheme because (1) the rates submitted by the title insurance companies are fraudulent and (2) the rates submitted by the title insurance companies do not comply with Ohio requirements. Neither argument holds merit, e) No Fraud or Wrongful Act Exception Applies to the Filed Rate Doctrine Plaintiffs allege that “[defendants’ design in all of this has been to effectively ‘hide’ the cost basis for their artificially high and collective title insurance premiums from the regulatory scrutiny that Ti-cor demands.” (Am. Compl., Doc. No. 36 at ¶ 50.) Even assuming as true that the rates submitted by the Defendant were fraudulent or the product of unlawful conduct, the filed rate doctrine still applies to bar Plaintiffs’ claim for damages. The Supreme Court has not specifically addressed whether or not a fraudulent conduct or wrongful act exception applies to the filed rate doctrine. See Ark. La. Gas Co., 453 U.S. at 571, 101 S.Ct. 2925 (“We save for another day the question whether the filed rate doctrine applies in the face of fraudulent conduct.”). See also Maislin 497 U.S. at 129, 110 S.Ct. 2759 (noting in dicta that although “we need not resolve this issue today” the Supreme Court has “never held that a carrier’s unreasonable practice justifies departure from the filed tariff schedule”). While no Sixth Circuit case addresses this issue, courts have uniformly rejected the notion that such an exception exists. In Wegoland, the complaint alleged that two companies “gave regulatory agencies and consumers misleading financial information to submit the inflated rates they requested.” 27 F.3d at 18. The court first noted that “every court that has considered the plaintiffs’ argument has rejected the notion that there is a fraud exception to the filed rate doctrine.” Id. The court held “any attempt to determine what part of the rate previously deemed reasonable was a result of the fraudulent acts would require determining what rate would have been deemed reasonable absent the fraudulent acts, and then finding the difference between the two.” Such an approach would squarely implicate the nonjusticiability concern underlying the filed rate doctrine and would enmesh courts in the rate-making process. The court also noted that, as a practical matter, “regulators who are intimately familiar with the industry are best situated to discover when regulated entities engage in fraud on the agency and to remedy the wrongdoing when the specter of fraud arises.” Id. at 21. In H.J., the Eighth Circuit went so far as to “reject the H.J. class’s argument that the filed rate doctrine does not apply in the face of fraudulent conduct” even where the wrongful conduct alleged was the bribery of the very regulatory officials responsible for approving the submitted rates. H.J., 954 at 492. See also Taffet II, 967 F.2d at 1494 (“Given that the [regulatory agency is] equipped to take the defendants’ fraud into account in setting future rates, a court’s award of damages against a utility for ‘fraudulent rate-making’ would be unnecessarily disruptive to the state’s scheme of utility regulation.”); Lifschultz Fast Freight, Inc. v. Consol. Freightways Corp., 805 F.Supp. 1277, 1295 (D.S.C.1992) (although plaintiff characterized his injuries as resulting from “acts of fraudulent manipulation” of the regulating agency, “it is clear to the court that Lifschultz is attempting to collaterally attack the lawfulness or reasonableness of the rates. This is exactly what the Keogh doctrine was created to prevent. The fact that the rates were allegedly set based on fraudulent information is immaterial.”). This Court holds, in accord with every other court that has confronted this issue, that there is no exception to the filed rate doctrine for fraudulent or wrongful conduct. Therefore, Plaintiffs’ contention that the title insurance rates submitted by Defendants to the Ohio Department of Insurance were part of a design to “effectively hide the cost basis” of the premiums and resulted in an artificially high rate is irrelevant. The filed rate doctrine still applies, f) No “Improperly Filed” Exception Applies Plaintiffs next contend that the filed rate doctrine should not apply to this case because Defendants’ “filings are defective and improperly filed.” (Doc. No. 104 at 6 n. 3.) Plaintiffs argue that “a filed rate which is ‘incomplete’ or lacks an ‘essential element’ does not comply with the rate filing regulatory regime, and therefore does not invoke the filed rate doctrine.” (Doc. No. 77 at 26) (citing Sec. Servs. v. K Mart Corp., 511 U.S. 431, 440, 442, 114 S.Ct. 1702, 128 L.Ed.2d 433 (1994)). In the first instance, Plaintiffs have flyspecked language from Security Sewices. The holding of that case was that “rates filed with the Interstate Commerce Commissions which became ‘void as a matter of law’ under that commission’s regulations could not be enforced.” See Dolan, 365 Fed.Appx. at *273 (citing Sec. Servs., 511 U.S. at 437, 114 S.Ct. 1702). In Security Services, the defendant motor carrier filed a rate with the ICC, which received and accepted it. The application made reference to, and relied on, a specific mileage guide, filed by a rating agency to which the defendant belonged. Sec. Servs., 511 U.S. at 433, 114 S.Ct. 1702. Under ICC regulations, such mileage guides only applied to those carriers who were participants in the rating agencies that issued them. After defendant had filed its rate with the ICC, the rating agency cancelled the defendant’s participation in the rating agency for failure to pay fees. By statute, once the tariff “is filed or amended to note cancellation of the carrier’s participation, the carrier’s tariff is void as a matter of law.” Id. at 440, 114 S.Ct. 1702 (citing 49 C.F.R. § 1312.4(d)) (emphasis added). Therefore, once cancellation occurs, the tariff becomes “incomplete” and “ceases to satisfy the fundamental purpose of tariffs; to disclose the freight charges due to the carrier.” Id. Under these circumstances, the filed rate doctrine did not apply, because the shipper “could not determine the carrier’s rates, since under the regulations, distance tariffs are incomplete once the carrier’s participation in the Mileage Guide has been cancelled by the agent’s filing.” Id. at 443, 114 S.Ct. 1702. See also Atlantis Express, Inc. v. Associated Wholesale Grocers, Inc., 989 F.2d 281, 284 (8th Cir.1993) (holding filed rate doctrine inapplicable where ICC regulation voids tariffs). Plaintiffs also rely on TON Servs. v. Qwest Corp., 493 F.3d 1225 (10th Cir.2007). In TON, the court held the filed rate doctrine inapplicable to a situation where plaintiffs sued to enforce a specific “command of the very regulatory statute giving rise to the tariff-filing requirement.” 493 F.3d at 1236. TON involved a complex regulatory structure involving payphones. Relevant (and simplified) here, as it existed in 1996, entities known as local exchange carriers (including defendant in TON) owned payphone lines. These payphone lines were used, however, by both the local exchange carriers’ own payphone services and by independent payphone service providers (including plaintiffs in TON). Id. at 1229. The local carriers “routinely subsidized and discriminated in favor of their own payphone services.” Id. In 1996, in an effort to increase competition, Congress directed the FCC to put a stop to this practice. The FCC did so by implementing the so-called “New Services Test,” which mandated that tariff rates should be based solely on a carrier’s overhead costs. Id. (citing 47 C.F.R. § 61.49(g)(2)). The FCC also established the method by which the local carriers would demonstrate their compliance, namely by accompanying tariff filings with “supporting cost data” as provided for by statute. Id. at 1231. Further, the local exchange carriers had to certify that its tariff rates were compliant with the New Services Test in order to receive “per-call compensation,” which compensated payphone line owners for allowing calls from its payphones to be connected to long distance carriers. Id. The effective date for New Services Test compliance was April 15,1997. On April 10, 1997, five days before the FCC’s orders went into effect, a group of local exchange carriers petitioned the FCC to delay the effective date because they were not prepared to file cost-based rates and other necessary data. Id. at 1231. The FCC acquiesced, but with a caveat. If, after the local exchange carriers became fully compliant with the FCC’s new orders, the newly calculated compliant rate was lower than the non-compliant rate, the local exchange carriers were ordered to reimburse or credit any independent payphone service providers for the difference (calculated between the April 15, 1997 compliance deadline and the date the local carrier became fully compliant). The defendant in TON did not file any new rate or cost-data until 2002. The 2002 rate was substantially lower than the rates that had been charged by defendant since April 1997, and plaintiff sued to recover the difference in rates. As a defense, defendant argued the filed rate doctrine precluded a monetary recovery, because the defendant had filed its previous rates with the appropriate regulatory body. The Tenth Circuit rejected this defense, holding the filed rate doctrine did not apply because plaintiff sought to enforce existing regulatory orders that made damages available to those in the plaintiffs position. Turning to this case, Plaintiffs broadly allege that Defendants’ rate filings do not comply with Ohio’s rate filing requirements. Plaintiffs assert that “Ohio law requires that title insurers support their rates with information about past and prospective expenses to aid the ODI [Ohio Department of Insurance] in determining whether or not those rates comply with Ohio law” and claim that Defendants’ rate filings lack that data. (Doc. No. 77 at 26-27.) Further, Plaintiffs cite Ohio Rev. Code § 3953.26, which prohibits payments to induce title insurance, and claim that Defendants’ rate filings “include hidden costs which are largely comprised of kickbacks and other inducements forbidden by Ohio law.” (Id.) First, even if Plaintiffs could prove that Defendants’ rate filings incorporated illegal commissions paid to title insurance agents in violation of § 3953.26, the Court is directed to no statute or regulation that would void those filed rates. See Dolan, 365 Fed.Appx. at 273. Next, and even more problematic for Plaintiffs, is Plaintiffs’ contention that Ohio law “requires that title insurers support their rates with information about past and prospective expenses.” (Doc. No. 77 at 26-27.) The section to which Plaintiffs refer, § 3935.03(C)(5), states that “[consideration shall be given to [... ](5) Past and prospective expenses both countrywide and those specially applicable to this state.” Id. Plaintiffs’ contention that the failure of Defendants’ filings to include essential cost data somehow renders those filings invalid or “improper” is flawed — the statute only states that “consideration” shall be given to such information. Moreover, § 3935.04 is illuminative, and expressly contemplates insurers filing rates in the absence of accompanying data: When a filing is not accompanied by the information upon which the insurer supports the filing, and the superintendent does not have sufficient information to determine whether the filing meets the requirements of sections 3935.01 to 3935.17 of the Revised Code, he shall require the insurer to furnish the information which supports the filing [...]. § 3935.04(A). This statute (which is phrased in the conjunctive), therefore, allows for the superintendent to determine that a filing meets the requirements of the code in the absence of the accompanying information. Thus, while Ohio law requires the “consideration” of past and prospective expenses, it does not require any affirmative filing of supporting documentation about those expenses for a filing to be valid, but rather gives the superintendent the right to call for supporting documentation if he or she determines necessary. Therefore, even if Defendants’ rate filings are not accompanied by supporting documentation regarding past and prospective expenses, that absence does not render the filing deficient, and, again, certainly does not warrant considering the rates “void” so as not to apply the filed rate doctrine. Moreover, the Ohio statutory scheme expressly provides for the manner in which Defendants submit their rates to the Department of Insurance. It is uncontested that certain Defendants are members of the OTIRB, which files title insurance rates on behalf of its members. Section 3935.04(B) allows an insurer to “satisfy its obligation to make such filings” by becoming a member of a rating bureau and authorizing the superintendent to accept filings from the rating bureau on the insurer’s behalf. Id. Therefore, even if an insurer had an obligation to submit supporting expense documentation to the Ohio Department of Insurance alongside rate filings (which it does not, see supra), an insurer can “satisfy its obligation” by joining a rating bureau. This is exactly what Defendant insurers have done in this case. Plaintiffs direct the Court’s attention to Ohio Department of Insurance Bulletin 91-1 (hereinafter “Bulletin 91-1”). Bulletin 91-1 “specifies the framework under which rating bureaus and participating insurers in rating bureaus will operate in a loss cost system in the State of Ohio.” Id. Under the “loss cost system,” “each insurer must individually determine and file the rates it will use as a result of its own independent company decision-making process.” Id. Defendants contend that Bulletin 91-1 applies to only those rating bureaus that submit only “loss cost” information on behalf of their members, and not those rating bureaus such as the OTIRB that files rates on behalf of their members. Plaintiffs, alternatively, insist that Bulletin 91-1 demonstrates that Defendants’ rates “have not been properly filed,” and that the filed rate doctrine should therefore not apply. (Doc. No. 77 at p. 26.) This Court holds, however, no matter the scope of its intended application, Bulletin 91-1 cannot be read to render Defendants’ rate filings improper so as not to apply the filed rate doctrine. A bulletin issued by the Ohio Department of Insurance can “provide guidance to the reader about the topic covered.” See Ohio Dep’t of Insurance Policy and Legislation, Bulletins, available at: http://www.insurance.o hio.gov/Legal/Bulletins/Pages/Bulletinlndex.aspx. A bulletin cannot, however, displace the unambiguous text of the Ohio Revised Code. The Code expressly permits rating bureaus to file rates on behalf of their members. Bulletin 91-1 cannot ban what the code specifically allows. Moreover, and again, even if Bulletin 91-1 does stand to show that Defendants’ rates are non-compliant with Ohio law (which it does not), no statute voids those filed and approved rates so as to preclude application of the filed rate doctrine under Security Servs, supra. The Filed Rate Doctrine Also Applies to Preclude Plaintiffs’ State Law Claims for Damages In their objection, Plaintiffs argue that even if the filed rate doctrine applies to preclude their claims for damages under the federal Sherman Act, Ohio does not recognize the filed rate doctrine and therefore the filed rate doctrine does not preclude Plaintiffs’ state Valentine Act claim for damages. The Court disagrees. First, it is important to reiterate that, as to the federal claims, it is irrelevant that the regulating agency in this case is a state, and not a federal agency. The filed rate doctrine acts to preclude actions for damages under the Sherman Act regardless of whether the regulating agency is state or federal. See, e.g., Dolan, 365 Fed.Appx. at 275 (holding “the [filed rate] doctrine applies to any ‘filed rate,’ including rates filed with state agencies”) (internal citations and quotations omitted); Crumley v. Time Warner Cable, Inc., 556 F.3d 879, 881 (8th Cir.2009) (“The filed rate doctrine also applies to rates filed with state agencies.”); H.J., 954 F.2d at 494 (holding there is “no reason to distinguish between rates promulgated by state and federal agencies. We are persuaded that the rationale underlying the filed rate doctrine applies whether the ra