Full opinion text
ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTION TO DISMISS [Docket No. 48] JOSEPH C. SPERO, United States Magistrate Judge. I. INTRODUCTION Plaintiffs Patricia McNeary-Calloway, Colin MacKinnon, Terrie McKinnon, Andrea North, and Sheila M. Mayko (collectively “Plaintiffs”) initiated this putative class action on June 20, 2011, challenging Defendants JPMorgan Chase, N.A. and Chase Bank USA, N.A.’s (together “Defendants,” or “Chase”) practice of purchasing “force-placed” hazard insurance policies for home mortgage borrowers who fail to maintain adequate insurance. Defendants now bring a Motion to Dismiss Plaintiffs’ First Amended Complaint (“the Motion”). Plaintiffs oppose the Motion. The parties have consented to the jurisdiction of the undersigned magistrate judge pursuant to 28 U.S.C. § 636(c). For the reasons stated below, the Motion to Dismiss is GRANTED in part and DENIED in part. II. REQUESTS FOR JUDICIAL NOTICE Defendants request that the Court take judicial notice of three documents that are matters of public record. Request for Judicial Notice in Support of Defendants’ Motion to Dismiss Plaintiffs’ First Amended Complaint (“Defs.’ RJN”), 1-2. Plaintiff has not objected to Defendant’s request or challenged the authenticity of any of the attached documents. Accordingly, the Court takes judicial notice of these records pursuant to Rule 201 of the Federal Rules of Evidence. Further, the Court may consider these documents, along with the allegations in Plaintiffs’ complaint, on a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure. See Catholic League for Religious and Civil Rights v. City and County of San Francisco, 464 F.Supp.2d 938, 941 (N.D.Cal.2006). Plaintiffs also request that the Court take judicial notice of three documents that are matters of public record. Plaintiffs’ Request for Judicial Notice (“Pis.’ RJN”). Defendants have not objected to Plaintiffs’ request or challenged the authenticity of any of the attached documents. Accordingly, the Court takes judicial notice of these records pursuant to Rule 201 of the Federal Rules of Evidence. III. BACKGROUND A. Factual Background Defendants JPMorgan Chase and Chase Bank originate mortgage loans and acquire loans from other lenders. Plaintiffs’ First Amended Complaint (“FAC”), ¶ 58. Prior to its merger into JPMorgan, Chase Home Finance acted as the servicer to these loans. Id. Each loan is secured by a deed of trust on the underlying property. Id. In order to protect its interest in the secured property, mortgage loan contracts typically allow the lender or third party servicer to “force-place” hazard insurance when the homeowner fails to maintain such insurance. Id. at ¶ 60. Plaintiffs allege that Defendants have purchased force-placed insurance (“FPI”) “from insurers that provide a financial benefit to Defendants and/or their affiliates and at rates that far exceed borrower-purchased hazard insurance (while providing substantially less coverage).” Id. at ¶ 4. Additionally, Plaintiffs maintain that FPI policies are often improperly backdated to collect premiums for periods that have already passed. Id. at ¶ 2. Such policies can also be duplicative, where FPI coverage becomes effective immediately following the termination of the borrower’s policy, because the lender is temporarily protected under the Lender’s Loss Payable Endorsement (LLPE) in the borrower’s policy. Id. at ¶ 86. Plaintiffs bring this action on behalf of a purported nationwide class consisting of all persons whose hazard insurance was force-placed by Defendants beginning June 16, 2007. Id. at ¶ 123. Plaintiffs’ action also includes two purported subclasses, a California subclass and a New Jersey subclass. Id. The specific allegations concerning the Plaintiffs’ FPI policies are as follows: (1) Patricia McNeary-Calloway On or about September 13, 2007, Ms. McNeary-Calloway and her husband, James B. Calloway, Jr., obtained a $540,000 refinance mortgage loan from Chase Bank, secured by their primary residency in Oakland, California. Id. at ¶ 18. In connection with their mortgage loan, Ms. McNeary-Calloway and her husband purchased a hazard insurance policy from California Casualty with an annual premium of $1,640. Id. at ¶ 19. On July 4, 2009, Mr. Calloway passed away due to complications from a serious illness. Id. at ¶ 20. During Mr. Calloway’s illness and following his death, Ms. McNeary-Calloway faced financial difficulties and was unable to make her hazard insurance payments. Id. Her policy lapsed effective August 26, 2009. Id. On or about January 8, 2010, Chase Home Finance purchased a one-year insurance policy with American Security Insurance Company (“ASIC”), backdated to August 26, 2009, with an annual premium of $4,233, charged to Ms. McNeary-Calloway’s escrow account. Id. at ¶ 21. The policy was backdated, despite the fact that there was no damage to the property or claims arising out of the property for the lapse period. Id. The ASIC policy provided substantially less coverage than Ms. McNeary-Calloway’s previous policy. Id. at ¶ 22. In September 2010, Ms. McNeary-Calloway received a letter from Chase Home Finance, stating that, effective August 26, 2010, Chase Home Finance had renewed the FPI policy for another year at the same rate. Id. at ¶ 24. Following the receipt of this letter, Ms. McNeary-Calloway obtained her own insurance policy from Farmers Insurance Group with an annual premium of $1,103 and an effective date of September 1, 2010. Id. at ¶ 25. After receiving notice of this policy, Chase Home Finance sent Ms. McNeary-Calloway a letter stating that it canceled the FPI policy, but charged her escrow account for retroactive coverage for the period extending from August 26, 2010 to September 1, 2010. Id. at ¶ 26. (2) Colin and Terrie MacKinnon Plaintiffs Colin and Terrie MacKinnon (“the MacKinnons”) reside in San Diego, California, having purchased their home in 1994 with a loan from Royal Bank of Canada. Id. at ¶ 27. In July 2005, the MacKinnons refinanced through an online mortgage broker and Chase Home Finance purchased the loan very shortly after closing. Id. The MacKinnons had hazard insurance through AAA with an annual premium of $440. Id. Unbeknownst to them, the MacKinnons’ homeowners’ insurance policy lapsed on July 20, 2008. Id. at ¶ 28. The MacKinnons believe that the lapse was due to a computer error on the part of AAA. Id. On November 5, 2010, Chase Home Finance sent the MacKinnons a notice stating that an FPI policy had been purchased from ASIC with an annual premium of $1,782, and backdated to cover the period between August 18, 2009 and August 18, 2010. Id. at ¶ 29. The MacKinnons do not recall seeing the notice at the time. Id. at ¶ 30. They later became aware of the lapse in coverage in December 2010 and immediately reinstated their AAA policy, effective December 10, 2010. Id. In January 2011, the MacKinnons noticed two charges to their escrow account for FPI. Id. at ¶ 31. Specifically, on October 27, 2010, Chase Home Finance charged the MacKinnons a premium of $1,782 for a FPI policy backdated to cover the period from August 18, 2009 to August 18, 2010. Id. Three days later, on October 30, 2010, Chase Home Finance charged the MacKinnons a premium of $1,782 for an FPI policy backdated to cover the period from August 18, 2010 to August 18, 2011. Id. Once Chase Home Finance received proof of the MacKinnons’ insurance policy reinstated as of December 10, 2010, it provided a pro-rated refund of $1,226 for the period of December 10, 2010 through August 18, 2011. Id. at ¶ 32. Accordingly, the MacKinnons were charged a total of at least $2,338 for FPI policies. Id. There was no damage to the property or claims arising out of the property for the lapse period. Id. at ¶ 33. (3) Andrea North Plaintiff Andrea North resides in Yorba Linda, California. Id. at ¶ 35. On or about April 3, 2008, Ms. North obtained a loan from JPMorgan for the purchase of her home. Id. Ms. North obtained a homeowner’s insurance policy from State National Insurance Co. with an annual premium of $1,084. Id. However, after Ms. North became seriously ill in 2009, her homeowner’s insurance policy was canceled effective April 23, 2009, for nonpayment of the premium. Id. On December 8, 2009, Chase Home Finance charged Ms. Woo and Ms. North $5,377 for a FPI policy from ASIC, backdated to April 23, 2009. Id. at ¶ 36. Ms. North’s FPI policy was backdated, despite the fact that there was no damage to the property or claims arising out of the property for the lapse period. Id. On May 2, 2010, Chase Home Finance sent Ms. Woo and Ms. North a letter stating that it had renewed the policy for another $5,377, effective April 23, 2010. Id. at ¶ 37. Subsequently, Ms. Woo and Ms. North obtained their own insurance policy from Towers Select Insurance Co., effective June 8, 2010, for an annual premium of $1,134. Id. at ¶ 38. Chase Home Finance canceled the second FPI policy effective June 8, 2010, but did not refund the initial $5,377 for the first FPI policy or the amount charged for the second FPI policy in effect from April 23, 2010 until June 8, 2010. Id. at ¶ 39. (4) Sheila M. Mayko Plaintiff Sheila M. Mayko resides in Riverside, New Jersey. Id. at ¶ 40. On or about January 11, 2002, Ms. Mayko purchased a residence at 200 Heulings Avenue, Riverside, NJ with a loan obtained from Chase Bank. Id. On or about June 30, 2003, Ms. Mayko obtained a $135,209 refinance loan with Chase Bank secured by the property at 200 Heulings Avenue. Id. In January 2010, Ms. Mayko missed the 2010 hazard insurance premium payment of $1,064. Id. at ¶42. On January 19, 2010, Ms. Mayko’s hazard insurance company, Preferred Mutual Insurance Company, sent a notice of cancellation stating the policy would be cancelled effective February 28, 2010 if payment was not made. Id. at ¶ 43. On January 26, 2010, Chase paid Ms. Mayko’s annual premium of $1,064 to Preferred Mutual from Ms. Mayko’s escrow account, leaving that account with a negative balance. Id. at ¶ 44. Chase subsequently canceled Ms. Mayko’s existing policy and force-placed coverage with another carrier. Id. at ¶ 46. On July 23, 2010, Chase Home Finance sent Ms. Mayko a letter informing her that it had force-placed a one-year homeowner’s insurance policy on her property with ASIC at a cost of $3,177.34. Id. at ¶ 47. The insurance was backdated to May 13, 2010. Id. at ¶ 50. The insurance premium payment was charged against Ms. Mayko’s escrow account. Id. at ¶47. The FPI policy supplied substantially less coverage than Ms. Mayko’s previous policy in that it protected only Chase Home Finance and covered only the structure of the home. Id. at ¶ 48. Additionally, Mayko’s dwelling was insured for the same amount under the FPI policy as it was under Ms. Mayko’s existing policy ($328,000). Id. at ¶ 49. Plaintiffs assert the following seven claims in their FAC: (1) Real Estate Settlement Procedures Act (“RESPA”), 12 U.S.C. § 2607: Plaintiffs claim that Defendants violated RESPA’s prohibition on accepting fees, kickbacks, or things of value in two ways. First, pursuant to “captive reinsurance arrangements,” Defendants’ subsidiary received an “unlawfully excessive” split of borrowers’ FPI premiums. Id. at ¶¶ 65, 140. Second, Defendants unlawfully received commissions from FPI providers in return for agreeing to exclusively force-place insurance with those providers. Id. at ¶¶ 66, 141. Under the commission arrangement, “the provider of the force-placed insurance policy pays a commission either directly to the servicer or to a subsidiary posing as an insurance ‘agent.’ Typically, under such an arrangement, commissions are paid to a ‘licensed insuranee agency that is simply an affiliate or subsidiary of the servicer and exists only to collect the kickbacks or commissions collected from the force-placed insurance provider.” Id. at ¶ 66. These reinsurance and commission arrangements, totaling as much as forty percent of the premiums paid by homeowners, were not for services actually furnished or performed, and/or exceeded the value of such services. Id. at ¶¶ 65,142. Plaintiffs claim they were harmed by the unlawful kickback scheme because the “kickbacks and unearned fees unnecessarily and artificially inflate settlement service charges,” and thus Plaintiffs have been overcharged. Id. at ¶ 146. Even if Plaintiffs weren’t overcharged, “RESPA section 8(d)(2) indicates that damages are based on the settlement service amount with no requirement [of an] overcharge.” Id. at ¶ 145. (2) Breach of the Implied Covenant of Good Faith and Fair Dealing: Plaintiffs claim that the mortgage contracts between Plaintiffs and Defendants, to the extent those contracts allow Defendants to force-place insurance, forbid Defendants from force-placing insurance “capriciously” or in “bad faith.” Id. at ¶ 152. Plaintiffs claim Defendants breached this duty of good faith in at least the following respects: • “Failing to make any effort whatsoever to maintain borrowers’ existing insurance policies and, instead ... [,] forcing borrowers to pay for insurance from providers of Defendants’ choice;” • Entering into arrangements with FPI providers whereby Defendants received unlawful kickbacks and commissions, resulting in Defendants overcharging Plaintiffs for the cost of insurance; • “Failing to seek competitive bids [for FPI policies] on the open market or otherwise making good faith efforts to reasonably exercise their discretion;” • “Assessing excessive, unreasonable, and unnecessary insurance policy premiums against Plaintiffs and Class and misrepresenting the reason for the cost of the policies;” • “Backdating force-placed insurance policies to cover time periods which have already passed and for which there was already absolutely no risk of loss ... due to the passing of time and/or the lender’s coverage under a Lender’s Loss Payable Endorsement;” • Misrepresenting borrowers’ obligation to pay for such backdated coverage; • “Failing to provide borrowers with any opportunity whatsoever to opt out of having their force-placed insurance policies provided by an insurer with whom Defendants had a commission and/or captive reinsurance arrangement.” Id. at ¶ 153. Plaintiffs claim they have suffered damages as a result of the above breaches. Id. at ¶ 154. (3) Breach of Contract: Plaintiffs claim that Defendants have breached their obligation in the mortgage contracts to exercise their discretion to force-place insurance “in a reasonable manner.” Id. at ¶ 158. Specifically, Defendants engaged in three practices that constitute such a breach of the contract: (1) “requiring borrowers to pay amounts for insurance coverage that exceed the amounts necessary to protect the mortgagee’s interest in the secured property;” (2) backdating FPI policies to cover periods of time where no loss occurred; and (3) “requiring borrowers to pay for FPI policies despite the existence of a Lender’s Loss Payable Endorsement ....” Id. at ¶ 159. Plaintiffs claim they were damaged as a result of Defendants’ breach. Id. at ¶ 161. (4) Unlawful Business Practices Under Cal. Bus. & Prof.Code §§ 17200 et seq.: Plaintiffs allege that Defendants’ actions and business practices are unfair, unlawful, and/or fraudulent under Section 17200. Plaintiffs base their UCL claim on Defendants’ actions and practices as described in their RE SPA, breach of the implied covenant, and breach of contract claims. Id. at ¶ 166. Plaintiffs claim they have lost money or property as the result of Defendants’ conduct. Id. at ¶ 167. Plaintiffs seek damages, disgorgement of profits, restitution, and an injunction preventing Defendants’ conduct. Id. at ¶ 168. (5) Violation of the New Jersey Consumer Fraud Act (“NJCFA”), N.J. Stat. Ann. § 56:8-2: Plaintiffs claim that Defendants have engaged in “unconscionable acts and practices,” as described in the preceding claims, in violation of the NJCFA. Id. at ¶ 172. Plaintiffs claim that such practices are unconscionable because “they are unethical, immoral, oppressive, and harmful and depart from the standard of good faith, honesty ... and fair dealing established under the NJCFA.” Id. at ¶ 17 1. Further, “Defendants’ conduct was deceptive and fraudulent, concealing numerous material facts and misrepresenting others.” Id. Plaintiffs have suffered damages as a result of this conduct. Id. Plaintiffs seek damages, treble damages, restitution, injunctive relief, and attorney’s fees, among other forms of relief. Id. at ¶ 177. (6) Unjust Enrichment/Disgorgement: Plaintiffs assert a claim for unjust enrichment, alleging that Defendants wrongfully obtained “millions of dollars in purported commission payments and reinsurance premiums,” all derived from borrowers’ FPI premium payments. Id. at ¶ 179. Plaintiffs seek restitution and disgorgement of these funds. Id. at ¶ 182. (7) Declaratory and Injunctive Relief: Finally, Plaintiffs claim that they, and the class they purport to represent, will be irreparably injured in the future by Defendants’ conduct. Id. at ¶ 184. Accordingly, Plaintiffs seek declaratory and injunctive relief asserting: that Defendants: (a) are prohibited from force-placing insurance when the servicer knows or has reason to know that the borrower has a policy in effect that meets the minimum requirement of the loan documents; (b) cannot force-place insurance that is in excess of the replacement cost of the improvements on the mortgaged property; (c) are prohibited from purchasing the force-placed insurance from a subsidiary, affiliate, or any entity in which they have an ownership interest; (d) are prohibited from splitting fees, giving or accepting kickbacks or referral fees, or accepting anything of value in relation to the purchase or placement of the force-placed insurance; (e) must make reasonable efforts to continue or reestablish the borrower’s existing insurance policy if there is a lapse in payment; [ ](f) must purchase any force-placed insurance for a commercially reasonable price; and (g) are prohibited from backdating force-placed insurance policies absent evidence of damage to the property or claims arising out of the property during any lapse periods. Id. at ¶ 185. B. The Wahl Settlement On June 2, 2011, after nearly three and a half years of litigation, a court in this district certified a class for settlement purposes which comprised the following: [A]ll current and former California homeowner/borrowers who during the period from January 28, 2004 through [June 2, 2011] were additional insureds under a lender and/or servicer placed residential fire or hazard insurance policy issued by American Security Insurance Company (“ASIC”) insuring improvements to the homeowner/borrowers’ real property (an “LPI policy”), who paid some or all of the first year premiums for an ASIC LPI policy- Wahl v. Am. Sec. Ins. Co., C08-00555-RS, Dckt. No. 176, Findings and Order Certifying Class for Settlement Purposes, Directing the Issuance of Class Notice, and Scheduling a Fairness Hearing, at *6 (N.D.Cal.). The claims in the case were based on ASIC’s alleged practice of force-placing hazard insurance for periods during which prior hazard insurance would have been in effect for the mortgage lender pursuant to the homeowners’ LLPE had it not been cancelled by ASIC’s placement of FPI. That class was finally certified and a settlement entered into judgment on September 30, 2011. The settlement includes a Release that “forever discharge^]” the Releasees “from any claims or liabilities arising from or related to the Released Claims.” Wahl, Dckt. No. 190, Final Order and Judgment, at *4. For purposes of the Release, the term “Realeasees” means: American Security Insurance Company, doing business in its own name, and its predecessors, successors and assigns, and all of its respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which Controls, is Controlled by, or is under Common Control with any such party), including but not limited to any direct or indirect subsidiary of Assurant, Inc., and all of the officers, directors, employees, agents, brokers, distributors, representatives and attorneys of all such entities. Releasees shall also specifically include all lenders, servicers, agents or any of their affiliated entities purchasing or originating the issuance of a Policy or Policies by American Security Insurance Company, and all of their respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which Controls, is Controlled by, or is under Common Control with any such party). The term “Control” (including without limitation, with correlative meaning, the terms “Controlled by” and “under Common Control with”), as used with respect to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or otherwise. Id. at *5 (emphasis added). The term “Released Claims” means “all claims and causes of action arising out of the facts alleged in the Action which have been, or could have been, may be, or could be alleged or asserted in the Action by Plaintiff or the Class Members against Releasees.” Id. (emphasis added). Plaintiff Andrea North is the only member of the class who opted-out of the settlement that is a plaintiff in the present case. Wahl, Dckt. No. 180, Declaration of Tore Hodne in Support of Reply to Motion for Final Approval of Class Action Settlement. C. The Motion Defendants filed their Motion to Dismiss on November 21, 2011, arguing that each cause of action fails to state a claim for relief under Fed.R.Civ.P. 12(b)(6). Defendants first assert that the Wahl settlement precludes all of the claims brought by the individual California Plaintiffs — with the exception of Plaintiff Ms. North, who opted-out of the settlement— and the purported California subclass. Defendants’ Motion to Dismiss Plaintiffs’ First Amended Complaint (“Motion”), 9. Defendants contend that the “General Release in Wahl covered any and all past, present, or future claims that the California named-Plaintiffs or the putative California subclass had, may have had or could have had against Chase as the lender or servicer of the loans under which the American Security lender-placed fire and hazard insurance policies at issue in this Action arose.” Motion at 9 (citing RJN, Ex. A {“Wahl Final Order and Judgment”), 29). Defendants further assert that the scope of the Release in Wahl “‘specifically include[s] all lenders, servicers, ... purchasing or originating the issuance of a Policy or Policies by American Security Insurance Company.’ ” Id. at 10 (citing citing RJN, Ex. A {“Wahl Final Order and Judgment”), 29). Because Defendants are lenders and/or servicers purchasing or originating insurance policies by ASIC, Defendants argue they are deemed Releasees and therefore all claims released in Wahl now brought by any member of the Wahl settlement class fail as a matter of law. Id. Defendants add that, to the extent that Plaintiff Ms. North or any of the other seven Chase-related California opt-outs want to assert claims under California law, they must do so by way of individual actions, not as class actions under Rule 23, because the putative class is so small and easily identifiable as to make joinder of all members practicable as a matter of law. Id. at 11 (citing Fed. R.Civ.P. 23(a)(1)). Even if the Wahl opt-out Plaintiff, Ms. North, and the New Jersey Plaintiff, Ms. Mayko, pursue their individual claims, Defendants assert that each claim in the FAC fails as a matter of law for the reasons stated below. Real Estate Settlement Procedures Act, 12 U.S.C. § 2607 et seq.: Defendants argue that Plaintiffs’ RESPA claim fails for two reasons. First, the conduct Plaintiffs allege falls outside the scope of RESPA. Id. at 11-12. Specifically, RESPA prohibits kickbacks, unearned fees, and fee-splitting only in connection with “a real estate settlement service.” Id. (citing 12 U.S.C. §§ 2607(a) & (b)). Because “real estate settlement” under RESPA is synonymous with “closing” of the loan, Defendants argue, RESPA governs only conduct directly related to the closing of the loan. Id. at 12 (citing Fitch v. Wells Fargo Bank, N.A., 709 F.Supp.2d 510, 514 (E.D.La.2010); Ford v. New Century Mortgage Corp., 797 F.Supp.2d 862, 868-69 (N.D.Ohio 2011); Gens v. Wachovia Mortgage Corp., 2011 WL 1791601, at *6 (N.D.Cal. May 10, 2011); 24 C.F.R. § 3500.2(b)). Defendants contend that federal courts, including the Ninth Circuit, have drawn a “temporal distinction” whereby RESPA’s prohibition on kickbacks, fees, and fee-splitting applies only “to fees or costs ‘payable at or before settlement’ of the loan, not to ‘post-settlement fees paid by mortgagors after they have purchased their houses’ and after the loan has closed.” Id. (quoting Bloom v. Martin, 77 F.3d 318, 321 (9th Cir.1996); citing Greenwald v. First Fed. Sav. & Loan Ass’n of Boston, 446 F.Supp. 620, 625 (D.Mass.1978), aff'd, 591 F.2d 417 (1st Cir.1979)). Defendants argue that Plaintiffs’ RESPA claim falls outside of RES-PA’s scope for one additional reason: RESPA “ ‘does not extend to overcharges,’ ” at least to the extent that the overcharge was for services actually rendered. Id. (quoting Martinez v. Wells Fargo Home Mortgage, Inc., 598 F.3d 549, 554 (9th Cir.2010)). Accordingly, Defendants contend that the claim fails as a matter of law since the alleged kickbacks and fees for FPI incurred after the closing of the loan, and because the alleged overcharge is not covered by RE SPA. Second, Defendants argue that because Plaintiffs’ loans closed between 2002 and 2008, Plaintiffs’ RESPA claim, brought in 2011, is time-barred under RESPA’s one-year statute of limitations. Id. at 12-18 (citing 12 U.S.C. § 2614; Parmer v. Wachovia, 2011 WL 1807218, at *2 (N.D.Cal. Apr. 22, 2011); Gens, 2011 WL 1791601, at *6). Defendants contend that equitable tolling does not apply here because Plaintiffs’ mortgage contracts “expressly warn” that if the borrower failed to maintain appropriate insurance, Defendants may force-place such insurance at a significant increase in cost and altered coverage. Id. at 13. Defendants reject any attempt by Plaintiffs to justify the delay based on lack of expertise or the need to obtain counsel. Id. at 13-14 (citing Santos v. U.S. Bank N.A, 716 F.Supp.2d 970, 977 (E.D.Cal. 2010); Garcia v. Brockway, 526 F.3d 456, 466 (9th Cir.2008)). Breach of the Implied Covenant of Good Faith and Fair Dealing & Breach of Contract: Defendants assert that both Plaintiffs’ contract claims fail as a matter of law for the same reason: Plaintiffs’ mortgage contracts are unambiguous in establishing Defendants’ prerogative to force-place insurance “in the amount and for the periods that Chase required.” Id. at 14-15 (citing FAC, Exs. 1, 7, 17 at ¶5, 18 at ¶4). Additionally, the contracts show that the parties “agreed that this amount would be sufficient to protect Chase’s interest in the Property, not that of Plaintiffs.” Id. at 15. Defendants assert that the “unambiguous language in the Plaintiffs’ contracts trumps the allegations in their complaint” and the Court should therefore grant Defendants’ motion to dismiss as to both contract claims. Id. at 14-15 (citing Barrous v. BP P.L.C., 2010 WL 4024774, *4 (N.D.Cal. Oct. 13, 2010); Thompson v. Ill. Dep’t of Prof'l Regulation, 300 F.3d 750, 754 (7th Cir.2002); Hayes v. Wells Fargo Home Mortgage, 2006 WL 3193743, at *4 (E.D.La. Oct. 31, 2006); Rodriguez v. Wells Fargo Bank, N.A, 2011 WL 2946381, *3 (E.D.Cal. July 21, 2011); Lass v. Bank of Am., N.A., 2011 WL 3567280, 2011 U.S. Dist. LEXIS 89519 (D.Mass. Aug. 10, 2011)). Unlawful Business Practices Under Cal. Bus. & Prof.Code §§ 17200 et seq.: Defendants argue that Plaintiffs fail to state a claim under any of the UCL’s three prongs, and contend that Plaintiffs’ seek remedies — damages and disgorgement of profits — not allowed under the UCL. Id. at 18 (citing In re Napster Inc. Copyright Litig., 354 F.Supp.2d 1113, 1126 (N.D.Cal. 2005)). Defendants assert that Plaintiffs’ claim under the “unlawful” prong of the UCL rises and falls with their RESPA claim. Id. at 16. Because Plaintiffs’ RESPA claim fails, Plaintiffs’ cannot maintain their UCL claim based on Defendants’ alleged unlawful conduct. Id. Plaintiffs’ claim based on the “unfair” prong also fails since Plaintiffs “cannot satisfy any of the tests that California courts use” to evaluate whether conduct is unfair. Id. at 16-17. Pursuant to those tests, Defendants contend that Plaintiffs “have not pled any facts showing that Chase’s alleged conduct ‘threatens an incipient violation of an antitrust law, or violates the policy or spirit of one of those laws because its effects are comparable to or the same as a violation of the law, or otherwise significantly threatens or harms competition.’ ” Id. at 17 (quoting Byars v. SCME Mortgage Bankers, Inc., 109 Cal.App.4th 1134, 1147, 135 Cal.Rptr.2d 796 (2003)). Nor have Plaintiffs pled facts sufficient to establish any of the three factors under the balancing test: “‘(1) the consumer injury must be substantial; (2) the injury must not be outweighed by any countervailing benefits to consumers or competition; and (3) it must be an injury that consumers themselves could not reasonably have avoided.’ ” Id. (quoting Davis v. Ford Motor Credit Co., 179 Cal.App.4th 581, 597, 101 Cal.Rptr.3d 697 (2009)). Finally, under the “fraudulent” prong, Defendants argue that Plaintiffs’ claim fails because Plaintiffs have not pled the alleged fraud with any particularity, Id. (citing Kearns v. Ford Motor Co., 567 F.3d 1120, 1124 (9th Cir.2009)), nor can Plaintiffs demonstrate that members of the public are likely to be deceived by Defendants’ conduct in light of the unambiguous language in the mortgage contracts. Id. (citing Buller v. Sutter Health, 160 Cal.App.4th 981, 986, 74 Cal.Rptr.3d 47 (2008)). Violation of the New Jersey Consumer Fraud Act (“NJCFA”), N.J. Stat. Ann. § 56:8-2: Defendants assert that Plaintiffs claim under the NJCFA fails for at least three reasons. First, Plaintiffs fail to establish any unlawful conduct as required by the NJCFA. Id. at 18 (citing N.J. Citizen Action v. Schering-Plough Corp., 367 N.J.Super. 8, 842 A.2d 174, 176 (N.J. 2003)). Second, Plaintiff Mayko makes no allegation, and cannot make any allegation, that she was induced or lured into making any purchase. Id. (citing Joe Hand Promotions, Inc. v. Mills, 567 F.Supp.2d 719, 724 (D.N.J.2008)). Third, Plaintiffs fail to allege any specific fraud under Fed. R.Civ.P. 9(b) as they must to state a NJCFA claim. Id. (citing Capogrosso v. State Farm Ins. Co., 2009 WL 3447068, at *3 (D.N.J.2009)). Alternatively, Defendants contend that, if the Court declines to dismiss Plaintiffs’ NJCFA claim on the merits, the claim should be dismissed or transferred for improper venue and/or forum non-conveniens. Id. at 19. Applying the principles of judicial economy, convenience, and fairness to the litigants, Defendants argue that the Court should dismiss or transfer the case to New Jersey because all of the events related to the NJCFA claim occurred there. Id. at 19-20 (citing Remley v. Lockheed Martin Corp., 2001 WL 681257, at *3 (N.D.Cal. June 4, 2001); C.H. James & Co. v. Fed. Food Marketers Co., 927 F.Supp. 187, 190 (S.D.W.Va.1996)). Unjust Enrichment/Disgorgement & Injunctive and Declaratory Relief: Defendants argue that there is no independent cause of action for unjust enrichment. Id. at 19 (citing Bosinger v. Belden CDT, Inc., 358 Fed.Appx. 812, 815 (9th Cir.2009); Romero v. Mortgage Co., 2011 WL 2560252, at *3, 2011 U.S. Dist. LEXIS 69673, at *8 (N.D.Cal. June 28, 2011)). Likewise, injunctive relief is a remedy and not, in itself, a cause of action. Id. (citing Gomez v. Wachovia Mortgage Corp., 2010 WL 291817, at *8 (N.D.Cal. Jan. 19, 2010); Peterson v. Wash. Mut. Bank, et al., 10-cv-01462-JCS, slip op. at *16-17 (N.D.Cal. July 29, 2010)). Declaratory relief is similarly not a cause action. Id. (citing Weiner v. Klais & Co., 108 F.3d 86, 92 (6th Cir. 1997); Gomez, 2010 WL 291817, at *2). Accordingly, Defendants ask this Court to dismiss these claims with prejudice. Id. D. The Opposition In response to Defendants’ Motion, Plaintiffs reject Defendants’ argument that the Wahl settlement precludes the claims of the non-opt-out California Plaintiffs and the California subclass. Plaintiffs contend that, despite the language in the Release, Defendants cannot be considered Releasees because Defendants were non-parties to the Wahl case, listed nowhere in the Wahl settlement documents, did not bargain for any benefit in, nor contribute to, the settlement, and were not even aware of the settlement until well after final approval. Plaintiffs’ Opposition to Defendants’ Motion to Dismiss (“Opposition”), 5. Plaintiffs also contend that the Release should reflect the settlement notice, which states that only ASIC will be released. Opposition at 5-6 (citing RJN, Ex. 3 (Wahl Notice of Class Action Settlement)). Additionally, Plaintiffs apply the doctrine of res judicata and argue that their claims are not precluded by Wahl because that case involved different claims. Id. at 5. According to Plaintiffs, Wahl “focused exclusively on the insurer-defendant’s provision of coverage backdated to the end of the expired policy thus overlapping with the extended coverage provided by the LLPE ...” Id. (citing RJN, Ex. 1 {Wahl, FAC)). Plaintiffs contend that the first amended complaint in Wahl, unlike Plaintiffs’ FAC, “contain[s] no allegations of lender misconduct, of collusion between any lender (much less [JPMorgan Chase]) and insurers to circumvent federal law, of unlawfully inflated excessive premiums for the force-placed insurance, of inappropriately limited coverage, of backdated policies beyond the timeframe of the LLPE, of RE SPA prohibited kickbacks, or of any claims against the lender like those presented in this case.” Id. Plaintiffs assert that the “interests” and “rights” sought to be protected by Plaintiffs were not addressed in Wahl and their claims are therefore not precluded. Id. at 6-7 (citing Daniels v. Anaconda Minerals Co., 2011 WL 848408, at *11, 2011 U.S. Dist. LEXIS 23920, at *31 (D.Mont. Mar. 9, 2011)). Plaintiffs further contend that Defendants cannot “categorically limit Plaintiffs’ claims to those asserted in Wahl simply because they relate to force-placed insurance.” Id. at 7. Rather, because the claims brought in Wahl do not arise from the “same factual predicate” as the “much broader” claims asserted against Defendants here, the settlement does not preclude the claims. Id. (citing RJN, Ex. 2 (Wahl, Plaintiffs Motion for Preliminary Approval of Class Action Settlement); Hesse v. Sprint Corp., 598 F.3d 581, 590 (9th Cir.2010); E. & J. Gallo Winery v. Encana Energy Seros., Inc., 388 F.Supp.2d 1148, 1157 (E.D.Cal.2005)). Plaintiffs do state that “[t]he sole common factor between the two cases is the existence of allegations surrounding the overlap between the LLPE and force-placed insurance.” Id. at 8. In addition to different claims, Plaintiffs argue that their case is not precluded because the injuries alleged by Plaintiffs “are plainly distinct from those alleged in Wahl.” Id. at 7 (citing Negrete v. Allianz Life Ins. Co. of N. Am., 2010 WL 4116852, at *9-10, 2010 U.S. Dist. LEXIS 113815, at *35 (C.D.Cal. Aug. 13, 2010)). “In Wahl, there were no damages sought from the lender!;] rescission of the force-place insurance contract was sought!.] [T]here was no relief sought with respect to the mortgage, and there were certainly no RESPA claims.” Id. Plaintiffs respond to Defendants’ arguments regarding the specific claims asserted in Plaintiffs’ FAC as follows. Real Estate Settlement Procedures Act, 12 U.S.C. § 2607 et seq.: Plaintiffs reject Defendants’ assertions that Plaintiffs’ claim falls outside RESPA’s scope and that Plaintiffs’ claim is time-barred. First, Plaintiffs argue that the statutory language, a Department of Housing and Urban Development (“HUD”) regulation, and case law support their conclusion that FPI is a “settlement service” under 12 U.S.C. § 2607(b). Regarding the HUD regulation, Plaintiffs cite to the following language in “Regulation X”: Settlement service means any service provided in connection with a prospective or actual settlement, including, but not limited to, any one or more of the following: (10) Provision of services involving mortgage insurance; (11) Provision of services involving hazard, flood, or other casualty insurance or homeowner’s warranties; (12) Provision of services involving mortgage life, disability, or similar insurance designed to pay a mortgage loan upon disability or death of a borrower, but only if such insurance is required by the lender as a condition of the loan; Id. at 9 (citing 24 C.F.R. § 3500.2(b) (2011)). Plaintiffs contend that this language “clearly” establishes that “settlement services include hazard insurance and other insurance ‘required by the lender as a condition of the loan.’ ” Id. Second, in further support of their proposition that FPI is a settlement service, Plaintiffs analogize to cases holding that mortgage insurance qualifies as a settlement service. Id. at 9-10 (citing Munoz v. PHH Corp., 659 F.Supp.2d 1094, 1099 (E.D.Cal.2009); Kay v. Wells Fargo & Co., 247 F.R.D. 572, 576 (N.D.Cal.2007); Alston v. Countrywide Fin. Corp., 585 F.3d 753, 756 n. 2 (3d Cir.2009)). Plaintiffs argue that the Munoz decision, in particular, “recognizes that the determinative factor with regard to whether a particular service qualifies as a ‘[settlement service’ for purposes of Section 8 is not when the payment is tendered but rather, whether the purchase of the service, and the corresponding obligation to pay, are required by the lender in order for the transaction to close.” Id. at 10. Because FPI, like mortgage insurance, is required in order for the transaction to close, FPI should be considered a settlement service. Id. Plaintiffs next attempt to distinguish cases cited by Defendants, including a case in this district directly on point. Plaintiffs argue that this Court should not follow Gens v. Wachovia Mortgage Corp., 2011 WL 1791601, 2011 U.S. Dist. LEXIS 49709 (N.D.Cal. May 10, 2011), because there the pro se plaintiff was overly litigious, creating a tortured procedural history and leaving the court with little patience to conduct a “thoughtful analysis” into whether FPI qualifies as a settlement service. Id. at 11. Moreover, Plaintiffs argue, the court’s holding that FPI is not a settlement service is dicta: the “primary reason the pro se plaintiffs RESPA claims were dismissed was because the claims were time-barred.” Id. (citing Gens, 2011 WL 1791601, at *5-6, 2011 U.S. Dist. LEXIS 49709, at *16-17). Plaintiffs also reject Defendants’ argument that RE SPA “does not extend to overcharges.” Id. at 11-12 (citing Motion at 12). Defendants’ assertion that an “overcharge” does not fall under RE SPA if the payment was for services that were actually performed is inapplicable here, Plaintiffs argue, because Defendants and their affiliates overcharged, but “did not provide any bona fide services.” Id. at 12. Finally, Plaintiffs argue that their RES-PA claim is not barred by the one-year statute of limitations for two reasons. First, Plaintiff McNeary-Calloway filed her original complaint on June 20, 2011, which was less than a year after Defendants force-placed her hazard insurance “in or around September 5, 2010.” Id. (citing FAC at ¶ 24; FAC, Ex. 4 (McNeary-Calloway FPI Policy Notice)). Second, even if the claim falls outside the statute of limitations, Plaintiffs argue the statute should be equitably tolled. Id. Plaintiffs reject Defendants’ contentions that the mortgage contracts disclosed all information relevant to Plaintiffs’ claims, arguing instead that Defendants concealed the basis for such claims and it wasn’t until, at the earliest, news reports in November 2010 revealed the true nature of the FPI industry that the statute should begin to run. Id. at 13-14. Plaintiffs contend that Defendants never disclosed that Defendants would receive a financial benefit, that their reinsurance arrangements did not actually provide for a real transfer of risk, and that Plaintiffs would be required to pay for redundant or unnecessary backdated coverage. Id. at 13. Breach of the Implied Covenant of Good Faith and Fair Dealing & Breach of Contract: Plaintiffs contend that their contract claims are viable because, while the mortgage contracts afforded Defendants the discretion to force-place insurance that is “required,” the manner in which Defendants exercised this discretion breached the contract’s express terms and its implied covenant. Id. at 15. The contract “does not entitle Defendants to force-place backdated, unnecessary hazard insurance with unreasonably high premiums for which Defendants received an improper kickback.” Id. Plaintiffs cite to two cases where courts found allegations of bad faith force-placement of insurance sufficient to defeat a motion to dismiss mortgage contract-based claims. Id. at 17 (citing Abels v. JPMC Bank, N.A, 678 F.Supp.2d 1273 (S.D.Fla.2009); Williams v. Wells Fargo Bank, N.A., 2011 WL 4901346, 2011 U.S. Dist. LEXIS 119136 (S.D.Fla. Oct. 14, 2011)). Plaintiffs conclude that whether Defendants properly exercised their discretion under the contract is a question of material fact not to be decided on a motion to dismiss. Id. at 16 (citing Low v. SDI Vendome S.A., 2003 WL 25678880, at *5, 2003 U.S. Dist. LEXIS 27603, at *17 (C.D.Cal. Jan. 7, 2003)). Unlawful Business Practices Under Cal. Bus. & Prof.Code §§ 17200 et seq.: Plaintiffs reject Defendants’ arguments that their UCL claim fails. Plaintiffs maintain that their claim is viable under the “unlawful” prong because they assert a valid RESPA claim. Id. at 18. Regarding the “unfair” prong, Plaintiffs assert that this district has adopted a three-part test with the following elements for determining unfairness in a consumer class action: “ ‘(1) a substantial consumer injury; (2) the injury outweighs any countervailing benefits to consumers or competition; and (3) the injury could reasonably been avoided.’ ” Id. at 19 (citing Kilgore v. KeyBank, N.A, 712 F.Supp.2d 939, 951-52 (N.D.Cal. 2010)). Plaintiffs argue they were injured because they were required to “pay exorbitant prices for [FPI]” and forced to “pay for duplicative and unnecessary coverage.” Id. Plaintiffs argue that this injury is not outweighed by any countervailing interest, and could not have reasonably been avoided. Id. at 19-20. Plaintiffs also contend that they adequately state a claim under' the “fraudulent” prong, having satisfied Rule 9(b) by identifying the who, what, where, when, and how of the alleged fraudulent conduct. Id. at 20. The scheme Plaintiffs lay out in their FAC is sufficiently particular, they assert. Id. (citing Linear Tech. v. Applied Materials, Inc., 152 Cal.App.4th 115, 134-35, 61 Cal.Rptr.3d 221 (2007)). Plaintiffs reject Defendants’ contention that Plaintiffs are unable to show that, given the language in the mortgage contracts, members of the general public are likely to be deceived by Defendants’ conduct. Id. Rather, Defendants’ scheme is composed of “secret arrangements” undisclosed in the mortgage contracts, therefore making Defendants’ reliance on the mortgage contracts unavailing. Id. Finally, Plaintiffs make clear that they are seeking “disgorgement and/or restitution, not damages, from JPMC for its violations of the UCL.” Id. at 21. Violation of the New Jersey Consumer Fraud Act (“NJCFA”), N.J. Stat. Ann. § 56:8-2: Plaintiffs argue that they have stated a cause of action under the NJCFA, despite Defendants’ contentions to the contrary. First, Plaintiffs reject Defendants’ assertion that Plaintiffs must establish an underlying unlawful act in order to state a NJCFA claim. Id. at 21-22. Instead, under the statute “an ‘unlawful practice’ is any ‘unconscionable commercial practice, deception, fraud, false pretense, false promise, misrepresentation, or the knowing concealment, suppression, or omission of any material fact.’ ” Id. (quoting N.J.S.A. § 56:8-2; Cox v. Sears Roebuck & Co., 138 N.J. 2, 19, 647 A.2d 454, 463 (1994)). Plaintiffs maintain that, under the statute, “unconscionable” means a lack of “good faith and honesty.” Id. Defendants’ FPI practices departed from this standard of good faith and honesty in several ways; specifically, Plaintiffs contend “that Defendants never told Plaintiffs that when force-placing insurance they would make no effort to shop for a reasonably priced policy, that Defendants did not disclose that they would receive a kickback for each policy force-placed, did not advise that no effort would be made to renew the existing policies, and did not disclose that the policies Defendants purchased for Plaintiffs would be backdated to cover periods during which no risk existed.” Id. at 22. Second, Plaintiffs reject Defendants’ “narrow” construction of the NJCFA, requiring that the alleged conduct induced or lured Plaintiffs. Id. at 22-23. Plaintiffs contend that the statute requires only that the 'unlawful practice at issue be “ ‘in connection with’ the sale or advertisement of a commercial product or service or the ‘subsequent performance’ related thereto.” Id. at 23 (citing N.J.S.A. § 56:8-2). Plaintiffs argue that Defendants’ practices were “in connection with” “Plaintiffs’ entry into the initial mortgages or refinances and the [ ] purchase of [FPI].” Id. Third, Plaintiffs argue that they have pled their NJCFA claim with the particularity required by Rule 9(b). They contend that to satisfy Rule 9(b) in the context of a NJCFA claim in a class action complaint, “the complaint need only contain ‘sufficient detail as to [a named plaintiffs] claims to apprise [a defendant] of that plaintiffs exact grounds for relief and the specific conduct that plaintiff charges.’ ” Id. at 24 (quoting Pacholec v. Home Depot USA Inc., 2006 WL 2792788, 2006 U.S. Dist. LEXIS 68976 (D.N.J. Sept. 25, 2006)). Finally, because viable claims asserted under California law exist, Plaintiffs insist that transfer of the NJCFA claim to the District of New Jersey is not warranted. Id. at 25. Plaintiffs ask this Court to apply the pendant venue doctrine in order to honor Plaintiffs’ chosen forum. Id. Plaintiffs further contend that the California and New Jersey consumer claims “address the same [FPI] scheme,” and California courts regularly adjudicate NJCFA claims in conjunction with other California consumer claims, particularly where the claims have a common nucleus of operative facts. Id. (citing In re Sony VAIO Computer Notebook Trackpad Litig., 2010 WL 4262191, at *4-6, 2010 U.S. Dist. LEXIS 115142, at *13-18 (S.D.Cal. Oct. 28, 2010); Lucent Techs., Inc. v. DiCon Fiberoptics, Inc., 2007 WL 1394731, at *1, 2007 U.S. Dist. LEXIS 37646, at *3 (N.D.Cal. May 10, 2007)). Unjust Enrichment/Disgorgement & Injunctive and Declaratory Relief: Plaintiffs argue that, contrary to Defendants’ contentions, California courts and the Ninth Circuit recognize a cause of action for unjust enrichment. Id. (citing Lectrodryer v. SeoulBank, 77 Cal.App.4th 723, 91 Cal. Rptr.2d 881, 883 (2000); Ben & Jerry’s Franchising, Inc. v. Porghavami, 418 Fed. Appx. 607 (9th Cir.2011)). Regarding the injunctive and declaratory relief claim, Plaintiffs assert that “dismissal would be premature” at this stage in the litigation, but even if the Court decides to dismiss this cause of action, injunctive or declaratory relief would still be available if warranted. Id. at 24-25 n. 8 (citing Wagner v. Aurora Loan Servicing, 2011 WL 6819041, at *6-7, 2011 U.S. Dist. LEXIS 148726, at *20 (D.Haw. Dec. 27, 2011)). E. The Reply In response to the Opposition, Defendants cite to specific language in the Wahl first amended complaint to argue that Plaintiffs here plead “factual allegations challenging the identical arrangements between lenders and [ASIC]” that were at issue in Wahl, and therefore Plaintiffs’ claims are precluded. Defendants’ Reply in Support of Motion to Dismiss (“Reply”), 5 (citing Wahl FAC at ¶ 14). Moreover, Defendants point out, Plaintiffs concede that their Complaint contains factual allegations that are “common” and “overlapping” with Wahl. Reply at 5. IV. ANALYSIS A. Legal Standard 1. Rule 12(b)(6) A complaint may be dismissed for failure to state a claim for which relief can be granted under Rule 12(b)(6) of the Federal Rules of Civil Procedure. Fed.R.Civ.P. 12(b)(6). “The purpose of a motion to dismiss under Rule 12(b)(6) is to test the legal sufficiency of the complaint.” N. Star Int'l v. Ariz. Corp. Comm’n, 720 F.2d 578, 581 (9th Cir.1983). Generally, a plaintiffs burden at the pleading stage is relatively light. Rule 8(a) of the Federal Rules of Civil Procedure states that “[a] pleading which sets forth a claim for relief ... shall contain ... a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a). In ruling on a motion to dismiss under Rule 12, the court analyzes the complaint and takes “all allegations of material fact as true and construe(s) them in the lights most favorable to the non-moving party.” Parks Sch. of Bus. v. Symington, 51 F.3d 1480, 1484 (9th Cir.1995). Dismissal may be based on a lack of a cognizable legal theory or on the absence of facts that would support a valid theory. Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir.1988). A complaint must “contain either direct or inferential allegations respecting all the material elements necessary to sustain recovery under some viable legal theory.” Bell Alt. Corp. v. Twombly, 550 U.S. 544, 562, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (citing Car Carriers, Inc. v. Ford Motor Co., 745 F.2d 1101, 1106 (7th Cir.1984)). The factual allegations must be definite enough to “raise a right to relief above the speculative level.” Id. at 1965. However, a complaint does not need detailed factual allegations to survive dismissal. Id. at 1964. Rather, a complaint need only include enough facts to state a claim that is “plausible on its face.” Id. at 1974. That is, the pleadings must contain factual allegations “plausibly suggesting (not merely consistent with)” a right to relief. Id. at 1965 (noting that this requirement is consistent with Fed. R.Civ.P. 8(a)(2), which requires that the pleadings demonstrate that “the pleader is entitled to relief’). B. Whether the Wahl Settlement Precludes the Claims Defendants argue that the Wahl settlement released any and all of the claims brought by Plaintiffs McNeary-Calloway and the MacKinnons. Plaintiffs contend that the settlement has no effect on this action because they bring different claims that do not share any common factors with the claims in Wahl, except in regards to their allegations concerning the overlap of LLPE and FPI. The Court finds that the Wahl settlement limits the scope of the Plaintiffs’ claims. 1. Identical Factual Predicate a. Background Law “In California, interpretation of a settlement agreement is governed by contract principles.” Howard v. Am. Online Inc., 208 F.3d 741, 747 (9th Cir.2000) (citing General Motors Corp. v. Superior Court, 12 Cal.App.4th 435, 15 Cal.Rptr.2d 622 (1993)). However, “a settlement agreement’s bare assertion that a party will not be liable for a broad swath of potential claims does not necessarily make it so.” Hesse v. Sprint Corp., 598 F.3d 581, 590 (9th Cir.2010) (quoting Williams v. Boeing Co., 517 F.3d 1120, 1134 (9th Cir.2008) (“While Boeing may have drafted the settlement agreement to include as broad a release as possible, the release would have only been enforceable as to subsequent claims ... depending upon the same set of facts.”)). At the same time, “[a] settlement agreement may preclude a party from bringing a related claim in the future ‘even though the claim was not presented and might not have been presentable in the class action,’ but only where the released claim is ‘based on the identical factual predicate as that underlying the claims in the settled class action.’ ” Id. (citing Williams, 517 F.3d at 1133; Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1287 (9th Cir.1992)); see also Reyn’s Pasta Bella, LLC v. Visa USA Inc., 442 F.3d 741, 748 (9th Cir.2006) (holding that a settlement release encompasses a plaintiffs claims if they arise from an “identical factual predicate” as the claims asserted by the settling plaintiff in the previous litigation). “A class settlement may also release factually related claims against parties not named as defendants____” Reyn’s Pasta, 442 F.3d at 748 (citing Class Plaintiffs, 955 F.2d at 1287-89). b. Application of Law to Facts Plaintiffs argue that the claims of the non-opt-out members of the Wahl class are not precluded, relying primarily on the doctrine of res judicata. The Court, however, declines to apply res judicata in evaluating the preclusive effects of the settlement; rather, consistent with the Ninth Circuit precedent cited above, the Court will analyze the issue under the “identical factual predicate” doctrine. Similarly, to the extent Defendants argue that the Court need only apply California contract law, the Court rejects that argument. To be sure, California contract law does apply to the settlement’s interpretation. But interpretation is only the first question. The Court must also decide which claims fall within, or outside, the Court’s interpretation of the settlement. The Court applies the “identical factual predicate” doctrine for this latter purpose. As an initial matter, the Court will first address Plaintiffs’ argument that any preclusive effects of the settlement should not apply to Defendants because they should not be considered “Releasess.” Plaintiffs argue that Defendants cannot be considered Releasees because Defendants were non-parties to the Wahl case, listed nowhere in the Wahl settlement documents, did not bargain for any benefit in, nor contribute to, the settlement, and were not even aware of the settlement until well after final approval. Opposition at 5. Plaintiffs are incorrect for several reasons. First, Defendants are included in the Stipulation of Settlement provided by the Wahl parties beginning on May 12, 2011. See Wahl, Dckt. No. 173, Declaration of Plaintiffs Counsel in Support of Motion for Settlement, Ex. 1 (“Stipulation of Settlement”). The Stipulation of Settlement was explicitly referenced in the Court’s preliminary approval of the settlement, the notice to the class, and fully incorporated into the Court’s final order approving the settlement on September 30, 2011. See Id. at Dckt No. 176, Findings and Order Certifying Class for Settlement Purposes, Directing the Issuance of Class Notice, and Scheduling a Fairness Hearing, at *2, 3, 5; RJN, Ex. 3 (Wahl Notice of Class Action Settlement), ¶¶ 13, 25; Wahl, Dckt. No. 189, Final Order and Judgment, ¶ 1. The relevant portion of the definition of “Releasees” in the Stipulation of Settlement is identical to the definition of that term in the Court’s final order approving the settlement. To the extent Plaintiffs argue that the Releasees must be listed by name, the Court rejects that argument. It is enough that the definition states that lenders and servicers purchasing or originating ASIC FPI policies are considered Releasees. Second, because a class settlement may also release factually related claims against parties not named as defendants, it does not matter that Defendants were not parties in Wahl. See Reyn’s Pasta, 442 F.3d at 748. Finally, Plaintiffs cite to no authority for the proposition that Defendants must contribute to the settlement in order for the settlement to release them, and the Court finds no such rule. Next, the Court finds that the settlement released “all claims and causes of action arising out of the facts alleged in the Action which have been, or could have been, may be, or could be alleged or asserted in the Action by Plaintiff or the Class Members against Releasees.” Wahl, Dckt. No. 189, Final Order and Judgment, at *5 (emphasis added). At the same time, the settlement did not release or “affect any claims not arising from, nor regarding, nor relating in any way to the Released Claims.” Id. at *9. The Court interprets this language to be a general release of all claims against Releasees to the extent those claims “depend[ ] upon the same set of facts” as the claims in Wahl. Williams, 517 F.3d at 1134. For purposes of determining the bases on which Plaintiffs McNeary-Calloway and the MacKinnions are precluded from asserting their claims, the allegations in Plaintiffs’ FAC can be divided broadly into two independent categories: 1) allegations related to force-placing ASIC insurance policies that included coverage for periods of time where an LLPE was in place; and 2) allegations related to force-placing ASIC insurance policies that did not include coverage for periods of time where an LLPE was in place. Both categories are discussed below. The Court finds that the first category of allegations is precluded by the Wahl settlement. Plaintiffs admit that the existence of allegations surrounding the placement of FPI despite the existence of an LLPE is a “common factor between the two cases.” Opposition at 8. Plaintiffs’ contention that, despite the shared set of facts, their claims based on backdating over LLPE periods should not be precluded because of the “different parties, claims and relief sought herein” fails as a matter of law. As discussed above, what matters is whether a claim shares an identical factual predicate with the released claims. The practice of force-placing ASIC hazard insurance polices that included coverage for periods of time where prior hazard insurance would have been in effect for the mortgage lender pursuant to the homeowners’ LLPE had it not been cancelled by the FPI, was the central allegation in the Wahl action, used to support all of plaintiffs claims. Here, Plaintiffs admit to making the identical allegation in at least some of the claims. The Court therefore finds that all of the California non-opt-out Plaintiffs’ claims arising out of FPI polices that were placed with ASIC (the only insurer at issue in Wahl) which overlapped, or cancelled, the LLPE period, are barred by the settlement. The Court finds that the second category of allegations are not precluded by the Wahl settlement. The force-placing of insurance policies which did not include coverage for any LLPE period was not the basis for any of the claims asserted in Wahl. As stated by the Wahl Court, “Wahl’s claims in this action all arise from her basic contention that when ASIC issues a ‘force placed’ policy upon the cancellation of a homeowner’s policy, but before the lender’s protections under an LLPE have expired, the ASIC policy ‘overlaps’ the prior coverage and therefore ‘provides no actual coverage.’ ” Wahl v. Am. Sec. Ins. Co., 2008 WL 2444802, at *1 (N.D.Cal. June 16, 2008) (emphasis original). Here, the non-opt-out Plaintiffs’ complaint includes allegations that Defendants force-placed insurance policies that did not overlap with LLPE coverage. The allegations related to those policies depend on a different set of facts as the claims that gave rise to the settlement. The Ninth Circuit’s holding in Hesse v. Sprint Corp. is instructive in this case. In Hesse, the court considered whether a broad release of claims in a nationwide settlement agreement between Sprint and its customers, the Benney settlement, precluded a class action involving a Washington state tax that Sprint charged to its Washington customers. Hesse, 59