Full opinion text
PROCEEDINGS: (IN CHAMBERS): ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTION TO DISMISS DAVID O. CARTER, District Judge. Before the Court is a Motion to Dismiss (“Motion”) filed by Defendants JPMorgan Chase Bank NA, Chase Home Finance LLC, and Chase Home Finance Inc. (Dkt. 15). After considering the moving, opposing, and replying papers, as well as supplemental briefs, the Court GRANTS IN PART and DENIES IN PART the Motion. This case involves an issue of first impression, namely, whether California Civil Procedure Code Section 580b applies to bar Defendants, which are mortgage lenders, from collecting a deficiency where Plaintiffs have sold their home after defaulting on their mortgage and with the consent of Defendants in a transaction commonly referred to as a “short sale.” This case also presents a novel issue addressed by only two other courts regarding whether Section 1818(i)(l) of Title 12 of the United States Code divests this court of jurisdiction. I. Background The gravamen of this putative class action is that Plaintiffs, who are borrowers, sold their home for an amount insufficient to pay off their mortgage — a “short sale” — and eschewed other options like foreclosure because they relied on representations by Defendants promising to release Plaintiffs from the obligation to pay this short sale deficiency. After the short sale, Defendants did not release Plaintiffs but rather sought to collect the short sale deficiency and reported Plaintiffs’ failure to pay it to credit reporting agencies, a. In 2006, Plaintiffs obtain a purchase money mortgage from Defendants Defendants are JPMorgan Chase Bank, N.A. (“Defendant Chase NA”), Chase Home Finance LLC (“Defendant Chase LLC”), and Chase Home Finance Inc. (collectively, “Defendants”). Plaintiffs Michael and Naomi Rex (“Plaintiffs”) are “borrowers who obtained financing for the purchase of residential housing in California through Defendants’ loan services.” FAC ¶2. In 2006, Plaintiffs “financed the purchase of their home,” which was a “single family residence,” with a loan from Defendant Chase NA. Id. at ¶ 5. Defendant Chase NA “was the mortgage holder and the mortgage was thereafter held and administered by” Defendant Chase LLC. Id. b. In 2009, Plaintiffs are unable to pay their mortgage In 2009, Plaintiffs experienced “decreased income” and realized they “would not be able to satisfy the monthly payment demands of the mortgage lender.” Id. at ¶ 6. At that time, Plaintiffs owed approximately $310,000 on their mortgage. Id. at ¶ 6. Plaintiffs “initially tried to negotiate a loan modification” with Defendant Chase LLC, but it “was unwilling.” Id. at ¶ 8. Plaintiffs “continued to make timely monthly payments on their mortgage.” Id. c. Defendant Chase LLC conditions a short sale on Plaintiffs defaulting on their mortgage “Since they were denied a loan modification and they had no other viable financial option, Plaintiffs elected to pursue [a] short sale ... as opposed to allowing the property to go into foreclosure.” Id. The FAC defines a “short sale” as “a transaction wherein the selling price of the residence is for an amount insufficient to pay off the amount of the loan on the property leaving the sale ‘short’ of a full payoff of the loan.” FAC at ¶ 2. Defendant Chase LLC informed Plaintiffs that, before it “would approve any short sale, it would be necessary that Plaintiffs be at least thirty days late on their mortgage payments.” Id. d. In a December 10, 2009, letter (Exhibit 2), Defendants agree to release Plaintiffs of the short sale deficiency “Chase [LLC] agreed to accept [Plaintiffs’] short sale” and “documented the acceptance of the short sale in a letter to [Plaintiffs on] December 10, 2009” in which Defendant Chase LLC “confirmed its agreement to ‘release its security interesas) in the ... property upon receipt of $3,000....’” FAC ¶ 9; see also id. at ¶¶ 39, 45, 48-49. In a letter dated December 10, 2009, attached to the original complaint as Exhibit 2, Defendants state that: You have informed Chase that you would like to sell the referenced] property for an amount that is not sufficient to pay the Loan in full. In connection with the sale, you have requested that Chase release the lien (the “Lien”) on the Property which secures the Loan and the Note. Chase agrees to do so, subject to all of the following conditions: 1. Payment to Chase of certified funds of not less than $3,000.00.... 2. Receipt by Chase of a signed copy of this letter whereby you promise to pay Chase, its successors or assigns, the sum of $2,000.00 by 12/30/09. Chase’s agreement to release the Lien and Note is valid only in connection with the Purchase Contract.... Compl. (Dkt. 1) Ex. 2. e. Another December 10, 2009, letter (Exhibit 1) states that the “customer is still responsible for all deficiency balances per the terms of the of the original loan” In another December 10, 2009, letter attached to the original Complaint at Exhibit 1, Defendants states that: This letter is to confirm that JPMorgan Chase Bank, N.A., ... agrees to accept the following: SHORT SALE on the above account. JPMorgan Chase Bank, N.A., ... agrees to release it[s] security interests in the above collateral upon receipt of $3,000.00 in certified U.S. funds.... This amount is for the release of JPMorgan Chase Bank, N.A., ... security interest only. The customer is still responsible for all deficiency balances per the terms of the original loan documents. Compl. (Dkt. 1) at Ex. 1. f. After the short sale, Defendants seek to collect the deficiency “Within several months” of the short sale, Defendant Chase LLC sought “a deficiency balance of more than $56,000.00 from Plaintiffs.” FAC ¶ 41. Defendant Chase LLC “assigned the collection of this unlawfully claimed deficiency balance ‘debt’ to debt collectors,” who “have continued to ... pursue collection.” Id. at ¶¶ 11, see also id. at ¶ 73(b). Due to these collection efforts, Plaintiffs “are being forced to, or will be forced to, make payments unauthorized by law and contrary to the express agreement of and representations of Defendant Chase [LLC].” Id. at ¶ 42. g. Defendants report Plaintiffs’ failure to pay the short sale deficiency to creditors, resulting in inaccurate credit histories Defendants “[flalsely and deceptively reported] ... the deficiencies of Plaintiffs ... to credit reporting agencies as ‘late,’ ‘charged off,’ ‘collection,’ or other derogatory status ... when in fact under California Code of Civil Procedure 580b no such personal liability exists.” FAC ¶¶ 63, 63(d); see also id. at ¶¶ 73, 73(e). “As a proximate result of the foregoing, Plaintiffs ... have been damaged and have suffered detriment in that they have been subjected to ... listing of ... unlawful and improperly claimed ‘debt’ with credit reporting agencies.” FAC ¶ 46, see also id. at ¶¶ 49, 56. For example, Defendant Chase LLC “caused Plaintiffs ... to suffer and sustain damages in degraded credit histories.” Id. ¶ 60. Plaintiff also has suffered “damage to [Plaintiffs’] credit reports and credit ratings.” Id. ¶¶ 74(b), 75(b). h. On April 13, 2011, Defendant Chase NA and the OCC enter into a Consent Cease and Desist Order (“2011 Consent Order”) On April 13, 2011, Defendant Chase NA consented to the issuance of and entered into a “Consent Cease and Desist Order” (“2011 Consent Order”) issued by the Comptroller of the Currency (“OCC”). Defs.’ Request for Judicial Notice (“RJN”) (Dkt. 16) Ex. A (2011 Consent Order) at 1. The 2011 Consent Order states that it is “a final order issued pursuant to 12 U.S.C. § 1818(b).” Id. Ex. A at Art. XIII § 2(8). By entering into this 2011 Consent Order, Defendant Chase NA “committed to taking all necessary and appropriate steps to remedy the ... unsafe or unsound practices identified by the OCC, and to enhance [Defendant Chase NA] residential mortgage servicing and foreclosure processes.” Id. Ex. A at 1-2. The Consent Order also states that the Comptroller finds and Defendant Chase NA “neither admits nor denies” that Defendant Chase NA “engaged in unsafe or unsound banking practices.” Id. Ex. A at 2-3. The 2011 Consent Order provides that Defendant Chase NA “shall submit to” the OCC, and, “upon adoption” by the OCC, “implement” the following: • “Compliance Program,” which “shall” include “processes to ensure that ... compliance programs have the requisite authority ... so that ... deficiencies” in Defendant Chase NA’s “Loss Mitigation” activities are “identified and promptly remedied.” Defs.’ RJN (Dkt. 16) Ex. A at Art. IV, §§ (1), (l)(o). • “plan for operation of its management information system ... to ensure the timely delivery of complete and accurate information” regarding “Loss Mitigation activities.” Id. Ex. A at Art. VIII. . • “plan ... for ensuring effective coordination of communications with borrowers ... related to Loss Mitigation ... and foreclosure activities.” Id. Ex. A at Art. IX, § (1). • “plan” to “reimburs[e] or otherwise appropriately remediate] borrowers for impermissible or excessive penalties, fees, or expenses, or for other financial injury.” Id. Ex. A at Art. VII, § (5)(a). The 2011 Consent Order defines “loss mitigation activities” to “include ... activities related to special forbearances, modifications, short refinances, short sales, eashfor-keys, and deeds-in-lieu of foreclosure.” Id. Ex. A at Art. Ill § (2) (emphasis added). i. In a June 21, 2011, Financial Remediation Framework (“2012 Framework”), the OCC issues recommendations to Defendant Chase NA’s independent consultants Defendants have submitted a document titled “June 21, 2012 Financial Remediation Framework” (“2012 Framework”). See Defs.’ RJN (Dkt. 16) Ex. G. The 2012 Framework provides that “independent consultants” for the “mortgage servicers” that entered into the 2011 Consent Order “will use the Framework to recommend remediation” and the mortgage “servicers will -prepare remediation plans based on [those] recommendations.” Defs.’ RJN (Dkt. 16) Ex. G at 1. The 2012 Framework states that it: • “provides examples of where compensation or other remediation is required for financial injury” that these independent consultants “will use.” Id. • One such example is that a servicer “[sjuspend foreclosure where appropriate, correct servicer record for amounts in error and/or reimburse borrower for amounts paid in error, plus interest; and where required, correct credit reports and pay $500 for credit reporting error.” Id. at 5 (text at column “No. 13”). This example appears under the heading “FORECLOSURE IN PROCESS” and describes the “[sjervicer error” as one “that did not directly cause foreclosure, but did directly result in financial injury to borrower.” Id. j. Plaintiffs file their First Amended Complaint On July 30, 2012, Plaintiffs filed their First Amended Complaint (“FAC”), which brings the following eight claims against all Defendants: ■ (1) First claim for “Breach of Contract”; (2) Second claim for “Promissory Estoppel”; (3) Third claim for “Promissory Fraud”; (4) Fourth claim for “Negligent Misrepresentation”; (5) Fifth claim for “Violation of Consumer Legal Remedies Act, Cal. Civ. Code §§ 1750 et seq.” (“CLRA claim”); (6) Sixth claim for ‘Violation of Rosenthal Fair Debt Collection Practices Act, Cal. Civ.Code § 1788 et seq.” (“Rosenthal claim”); (7) Seventh claim for ‘Violation of Consumer Credit Reporting Agencies Act, Cal. Civ.Code § 1785.1 et seq.” (“CCRAA claim”); and (8) Eighth claim for ‘Violation of Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq” (“UCL claim”). FAC (Dkt. 12). ' Plaintiffs’ “Prayer for Relief’' requests, among other things, remedies such as: • An injunction prohibiting Defendants from sending “false,” “confusing, contradictory and erroneous,” “unconscionable,” or “deceptivef ]” communications to borrowers in connection with short sales. FAC ¶¶ 58, 73(a)-(d), 74(c), 75(c), 78; id. at 38 (Prayer for Relief ¶¶ 7, 10). This is one of several forms of relief Plaintiffs seek for their CCRAA and UCL Claims. • “[Mjoney or property” received from Plaintiffs by Defendants due to “false[ ] and deceptive[ ] representations]” about their post-short sale deficiency. Id. at ¶ 76. • An order requiring Defendants to “contact all major credit reporting agencies and notify them that the claimed ‘deficiency balances’ ... are fully discharged debts as of the date allegedly incurred.” Id. at Prayer for Relief ¶¶ 7,10. • “recovery of economic damages sustained ... as a result of damage to [Plaintiffs’] credit rating.” Id. at Prayer for Relief ¶¶ 3-6. II. Legal Standard a. Federal Rule of Civil Procedure 12(b)(1) Under Federal Rule of Civil Procedure 12(b)(1), a complaint must be dismissed if the court lacks subject matter jurisdiction to adjudicate the claims. Once subject matter jurisdiction is challenged, the burden of proof is placed on the party asserting that jurisdiction exists. Scott v. Breeland, 792 F.2d 925, 927 (9th Cir.1986) (holding that “the party seeking to invoke the court’s jurisdiction bears the burden of establishing that jurisdiction exists”). Accordingly, the court will presume lack of subject matter jurisdiction until the plaintiff proves otherwise in response to the motion to dismiss. Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994). In evaluating a Rule 12(b)(1) motion, the question of whether the court must accept the complaint’s allegations as true turns on whether the challenge is facial or factual. A facial attack is one in which subject matter jurisdiction is challenged solely on the allegations in the complaint, attached documents, and judicially noticed facts. Safe Air for Everyone v. Meyer, 373 F.3d 1035, 1039 (9th Cir.2004). In a facial attack, the moving party asserts that the lack of federal subject matter jurisdiction appears on the “face of the pleadings.” Warren v. Fox Family Worldwide, Inc., 328 F.3d 1136, 1139 (9th Cir.2003). In the case of a facial attack, the court is required to accept as true all factual allegations set forth in the complaint. Whisnant v. United States, 400 F.3d 1177, 1179 (9th Cir.2005). In contrast, a factual attack (or a “speaking motion”) is one in which subject matter jurisdiction is challenged as a matter of fact, and the challenger “disputes the truth of the allegations that, by themselves, would otherwise invoke federal jurisdiction.” Safe Air, 373 F.3d at 1039. In assessing the validity of a factual attack, the court is not required to presume the truth of the plaintiffs factual allegations. Id. Rather, the court evaluates the allegations by reviewing evidence outside of the pleadings. Id. b. Federal Rule of Civil Procedure 12(b)(6) Under Federal Rule of Civil Procedure 12(b)(6), a complaint must be dismissed when a plaintiffs allegations fail to set forth a set of facts which, if true, would entitle the complainant to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007); Ashcroft v. Iqbal, 556 U.S. 662, 679, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (holding that a claim must be facially plausible in order to survive a motion to dismiss). The pleadings must raise the right to relief beyond the speculative level; a plaintiff must provide “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955 (citing Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986)). On a motion to dismiss, this court accepts as true a plaintiffs well-pled factual allegations and construes all factual inferences in the light most favorable to the plaintiff. Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir.2008). The court is not required to accept as true legal conclusions couched as factual allegations. Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. In evaluating a Rule 12(b)(6) motion, review is ordinarily limited to the contents of the complaint and material properly submitted with the complaint. Clegg v. Cult Awareness Network, 18 F.3d 752, 754 (9th Cir.1994); Hal Roach Studios, Inc. v. Richard Feiner & Co., Inc., 896 F.2d 1542, 1555 n. 19 (9th Cir.1990). Under the incorporation by reference doctrine, the court may also consider documents “whose contents are alleged in a complaint and whose authenticity no party questions, but which are not physically attached to the pleading.” Branch v. Tunnell, 14 F.3d 449, 454 (9th Cir.1994), overruled on other grounds by 307 F.3d 1119, 1121 (9th Cir.2002). A motion to dismiss under Rule 12(b)(6) can not be granted based upon an affirmative defense unless that “defense raises no disputed issues of fact.” Scott v. Kuhlmann, 746 F.2d 1377, 1378 (9th Cir.1984). For example, a motion to dismiss may be granted based on an affirmative defense where the allegations in a complaint are contradicted by matters properly subject to judicial notice. Daniels-Hall v. Nat’l Educ. Ass’n, 629 F.3d 992, 998 (9th Cir.2010). In addition, a motion to dismiss may be granted based upon an affirmative defense where the complaint’s allegations, with all inferences drawn in Plaintiffs favor, nonetheless show that the affirmative defense “is apparent on the face of the complaint.” See Von Saher v. Norton Simon Museum of Art at Pasadena, 592 F.3d 954, 969 (9th Cir.2010). Additionally, Federal Rulé of Evidence 201 allows the court to take judicial notice of certain items without converting the motion to dismiss into one for summary judgment. Barron v. Reich, 13 F.3d 1370, 1377 (9th Cir.1994). The court may take judicial notice of facts “not subject to reasonable dispute” because they are either: “(1) generally known within the territorial jurisdiction of the trial court or (2) capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned.” Fed.R.Evid. 201; see also Lee v. City of Los Angeles, 250 F.3d 668, 689 (9th Cir.2001) (noting that the court may take judicial notice of undisputed “matters of public record”), overruled on other grounds by 307 F.3d 1119, 1125-26 (9th Cir.2002). The court may disregard allegations in a complaint that are contradicted by matters properly subject to judicial notice. Daniels-Hall v. Nat’l Educ. Ass’n, 629 F.3d 992, 998 (9th Cir.2010). Dismissal without leave to amend is appropriate only when the court is satisfied that the deficiencies in the complaint could not possibly be cured by amendment. Jackson v. Carey, 353 F.3d 750, 758 (9th Cir.2003); Lopez v. Smith, 203 F.3d 1122, 1127 (9th Cir.2000) (holding that dismissal with leave to amend should be granted even if no request to amend was made). Rule 15(a)(2) of the Federal Rules of Civil Procedure states that leave to amend should be freely given “when justice so requires.” This policy is applied with “extreme liberality.” Morongo Band of Mission Indians v. Rose, 893 F.2d 1074, 1079 (9th Cir.1990). III. Discussion Defendants advance the following alternative legal theories: (1) 12 U.S.C. § 1818(i)(l) divests this Court of jurisdiction over the entire case; (2) the Court should decline to exercise jurisdiction under either the primary jurisdiction doctrine or deny relief under the equitable abstention doctrine; (3) Plaintiffs lack Article III standing to bring their breach of contract claim and lack statutory standing to bring their UCL claim; (4) Cal.Civ. Proc.Code § 580b does not bar collection of a deficiency after a “short sale”; (5) the Federal Credit Reporting Act, 15 U.S.C. § 1681t(b)(l)(F), preempts Plaintiffs’ claims; (6) Plaintiffs have failed to state a claim for breach of contract due to contradictory terms in two letters sent by Defendant and any alleged oral representations are barred by the statute of frauds; (7) Plaintiffs have failed to state a claim for promissory estoppel, promissory fraud, negligent misrepresentation, and a UCL violation due to the contradictory terms in these two letters because Plaintiffs’ reliance on one of them was unreasonable; and (8) Plaintiffs’ CCRAA claim is too conclusorily pled. a. 12 U.S.C. § 1818(i)(l) does not divest this Court of jurisdiction Section 1818(i)(l) of Title 12 of the United States Code provides that federal courts have jurisdiction to “require compliance” with cease and desist orders issued by certain federal banking agencies, but divests federal courts of jurisdiction to “affect by injunction or otherwise” or “modify” those cease and desist orders. 12 U.S.C. § 1818(i)(l). The parties dispute the meaning of the phrases in Section 1818(i)(l) regarding a federal court’s jurisdiction to “affect by injunction or otherwise” or “modify” an OCC-issued cease and desist consent order. See id. This Court holds that Section 1818(i)(l) does not divest a federal court of jurisdiction over a case brought by a non-party to a federal banking agency’s consent order where, as here, the consent order requires a defendant to create a plan to redress certain practices and this plan may or may not provide the same relief sought in the case brought by the non-party to the consent order. This Court first discusses the text of Section 1818(i)(l) and its role in the larger tripartite regime of judicial review of federal banking agencies’ cease and desist orders. This Court then turns to Defendants’ arguments. i. The text of Section 1818(i)(l) and its related Sections 1818(h)(2) and (c)(2) Section 1818(f) is one sentence divided by a semicolon. Prior to the semicolon, Section 1818(i) provides the federal courts with jurisdiction in what this Court will refer to as the “Jurisdiction-Granting Clause”: Federal banking agency may ... apply to the United States district court ... for the enforcement of any ... order issued under this section or [other specified sections], and such courts shall have jurisdiction and power to order and require compliance herewith. 12 U.S.C. 1818(f)(1). After the semicolon, in what this Court will refer to as the “Jurisdiction-Divesting Clause,” Section 1818(i)(l) states that, with some exceptions not invoked by any party here: ... no court shall have jurisdiction to affect by injunction or otherwise the issuance or enforcement of any ... order under any such section, or to review, modify, suspend, terminate, or set aside any such ... order. Id. As an initial matter, the Court notes that the plain language of Section 1818(i)(l) indicates that the phrase “affect by injunction or otherwise” in the Jurisdiction-Divesting Clause can not have a literal meaning. A literal reading of the Jurisdiction-Divesting Clause would prevent a district court from issuing an injunction to enforce a cease-and-desist order, which would have the absurd result of negating the phrase “require compliance” in the Jurisdiction-Granting Clause. Rather, the “jurisdictional bar of § 1818(i)(l) must ... be read in the context of the entire statute.” See In re JPMorgan Chase Mortg. Modification Litig., 880 F.Supp.2d 220, 281 (D.Mass.2012). Section 1818(i)(l) — the one at issue here — is but one of three parts of Section 1818 that “establish[] a tripartite regime of judicial review” for cease-and-desist orders issued by certain federal banking agencies pursuant to the authority granted to them in Section 1818(b). Bd. of Governors of Fed. Reserve Sys. v. MCorp Fin., Inc., 502 U.S. 32, 38, 112 S.Ct. 459, 116 L.Ed.2d 358 (1991) (discussing 12 U.S.C. §§ 1818(c)(2), (h)(2), and (i)(l)). The other two subsections are Sections 1818(c)(2) and (h)(2). Section 1818(c)(2) provides that the recipient of a cease-and-desist order “may seek an injunction in district court restraining enforcement of the order.” Id. Section 1818(h)(2) “authorizes court of appeals review of final [federal banking agency] orders.” Id. In short, the Section 1818 “tripartite regime” focus on the judicial mechanisms by which either the federal banking agency or recipient of a cease- and-desist order may obtain review of such an order. “It is significant that there is no provision in [Section 1818] for a non-party to a consent order to challenge findings made pursuant to the Order.” In re JPMorgan Chase, 880 F.Supp.2d at 232. “It follows that the jurisdictional bar is not meant to displace a non-party’s right to present its claims to a federal court, or the jurisdiction of the court to hear those claims.” Id. Understood in this context, it is clear that the Jurisdiction-Divesting Clause was “not intend[ed] to ... prohibit non-parties from exercising their separate remedies at law.” Id. at 231. Rather, “the primary purpose of [Section 1818] is to prevent federal courts from usurping the OCC’s power to enforce its own consent orders against parties to the orders.” Id. at 231; see also Ridder v. Office of Thrift Supervision, 146 F.3d 1035, 1039 (D.C.Cir.1998) (“To prevent regulated parties from interfering with the comprehensive powers of the federal banking regulatory agencies, Congress severely limited the jurisdiction of courts to review ongoing administrative proceedings brought by banking agencies.”). ii. Section 1818(i)(l) does not divest this Court of jurisdiction because the 2011 Consent Order is silent regarding the relief Plaintiffs seek in this case Defendants appears to argue that Section 1818(i)(l) divests a federal court of jurisdiction over a case brought by a non-party to a federal banking agency’s consent order where, as here, the consent order requires a defendant to create a plan to redress unsound and unsafe practices and this plan may or may not in the future provide the same relief sought by the non-party in its case. This Court disagrees because; (1) the 2011 Consent Order is silent regarding the relief Plaintiffs seek in this case; (2) the only published opinion to squarely address this issue rejected the same jurisdictional argument advanced by the same Defendant regarding the same 2011 Consent Order; and (3) Defendants’ cases are distinguishable. 1. The 2011 Consent Order is silent regarding the relief Plaintiffs seek in this case Defendant contends that the “OCC already raised and redressed the same alleged conduct” as in the FAC. Mot. at 15-16. Defendants provides a helpful chart, which attempts to show that the injunctive and monetary relief sought in the FAC overlaps with either: (1) the 2011 Consent Order’s requirement that Chase “implement” a “plan” to address its certain practices regarding certain borrowers; or (2) the 2012 Framework that the OCC provided to Defendant Chase NA’s independent consultants which contain “examples” to be “use[d] ... to recommend remediation” to certain borrowers. This Court provides a similar chart here, although the Court includes crucial equivocal language regarding the 2011 Consent Order and the 2012 Framework. The Court notes that the 2011 Consent Order defines “loss mitigation activities” to “include ... short sales.” Defs.’ RJN (Dkt. 16) Ex. A at Art. III § (2). Relief FAC seeks the following relief. . ._ 2011 Consent Order requires. . . Injunction prohibiting language An injunction prohibiting Defendants from sending “false,” “confusing, contradictory and erroneous,” “unconscionable,” or “deceptive! ]” communications to borrowers in connection with short sales. FAC ¶¶ 58, 73(a)-(d), 74(c), 75(c), 78; id. at 38 (Prayer for Relief ¶¶ 7, 10). This is one of several forms of relief Plaintiffs seek for their Seventh and Eighth Claims. Defendant Chase NA “shall submit to” the OCC, and, “upon adoption” by the OCC, “implement” the following: • “Compliance Program,” which “shall” include “processes to ensure that. . . compliance programs have the requisite authority. . . so that. . . deficiencies” in Defendant Chase NA’s Loss Mitigation activities are “identified and promptly remedied.” Defs.’ RJN (Dkt. 16) Ex. A at Art. IV, §§ (D,(l)(o). • “plan for operation of its management information system. . . to ensure the timely delivery of complete and accurate information” regarding “Loss Mitigation activities.” Id. at Art. VIII. • “plan. . . for ensuring effective coordination of communications with borrowers. . . related to Loss Mitigation. . . and foreclosure activities.” Id. at Art. IX, § (1). Monetary Relief ”[M]oney or property” received from Plaintiffs by Defendants due to “false[ ] and deceptive[ ] representations]” about their post-short sale deficiency. FAC ¶ 76. Defendant Chase NA “shall submit to” the OCC, and, “upon adoption” by the OCC, “implement” a “plan” to' “reimburs[e] or otherwise appropriately remediate] borrowers for impermissible or excessive penalties, fees, or expenses, or for other financial injury.” Defs.’ RJN (Dkt. 16) Ex. A at Art. VII, § (5)(a). Relief FAC seeks the following _relief. . ._ 2012 Framework states that. . . Injunction requiring An order requiring: action • “independent consultants” for the “mortgage servicers” that entered into the 2011 Consent Order “will use the Framework to recommend remediation” and the mortgage “servicers will prepare remediation plans based on [those] recommendations.” Defs.’ RJN (Dkt. 16) Ex. G at 1. • Defendants to “contact all major credit reporting agencies and notify them that the claimed ‘deficiency balances’. . . are fully discharged debts as of the date allegedly incurred.” FAC (Prayer for Relief ¶¶ 7,10) • the 2012 Framework “provides examples of where compensation or other remediation is required for financial injury” that these independent consultants “will use.” Id. • “recovery of economic damages sustained. . . as a result of damage to [Plaintiffs’] credit rating.” FAC (Prayer for Relief ¶¶ 3-6). • One such example is that a servicer “[s]uspend foreclosure where appropriate, correct servicer record for amounts in error and/or reimburse borrower for amounts paid in error, plus interest; and where required, correct credit reports and pay $500 for credit reporting error.” Id. at 5 (text at column “No. 13”). This example appears under the heading “FORECLOSURE IN PROCESS” and describes the “[s]ervicer error” as one “that did not directly cause foreclosure, but did directly result in financial injury to borrower.” Id._ Regarding the 2011 Consent Order, the Court concludes that: • The FAC’s request for an injunction prohibiting Defendants from making certain communications regarding short sales neither “affect[s] by injunction or otherwise” nor “mod-if[ies]” the 2011 Consent Order’s requirement that Defendant develop a plan to ensure accurate communication about short sales. See 12 U.S.C. § 1818(i)(1). • Similarly, the FAC’s request for money or property due to deceptive representations about Defendants’ short sales neither affects nor modifies the 2011 Consent Order’s requirement that Defendant develop a plan to reimburse borrowers for financial injury. Defendants’ reliance on the 2011 Consent Order’s requirement that Defendants develop a plan is misplaced for two reasons. First, because the 2011 Consent Decree only requires Defendant to craft a plan and implement it, the 2011 Consent Decree does not provide the specific relief the FAC seeks — injunctive and monetary relief — nor does it command that these specific Plaintiffs will obtain such relief. Second, Defendants have cited no authority that any plan approved by the OCC constitutes an “order” for purposes of Section 1818(i)(l). Even assuming that such a plan constitutes part of the 2011 Consent Order, Defendant has not provided this Court with the any such plan. Thus, the Court is left only with the ethereal possibility that Defendants’ plan might provide all the relief Plaintiffs seek here. Then again, the plan might not. Indeed, given that Defendants contend in the rest of their Motion that Plaintiffs’ claims fail on the merits, the Court would be surprised to learn that Defendants’ plan provides exactly the relief that Plaintiffs seek here. Similarly, regarding the 2012 Framework, the Court concludes that: • The FAC’s request for an injunction mandating that Defendants make certain communications to credit agencies neither affects nor modifies the 2012 Framework’s recommendation that Defendants “correct credit reports.” See Defs.’ RJN (Dkt. 16) Ex. G at 5. • The FAC’s request that Defendants pay Plaintiffs damages due to borrowers’ lowered credit rating neither affects nor modifies the 2012 Framework’s recommendation that Defendants “pay $500 for credit reporting error.” See id. First, Plaintiffs do not seek a recommendation from a federal banking agency; Plaintiffs seek the concrete remedy of an injunction and monetary payments. Furthermore, Defendants have cited no authority that any OCC recommendation contained in the 2012 Framework constitutes part of an “order” for purposes of Section 1818(i)(l). Finally, even assuming that such an OCC recommendation constitutes part of the 2011 Consent Order, Defendant has not shown that this recommendation provides the specific relief the FAC seeks — injunctive and monetary relief — nor applies to these specific Plaintiffs, nor that the $500 recommended by the OCC is the maximum that these Plaintiffs could attain. In sum, Section 1818(i)(l) does not divest this court of jurisdiction because Defendants have not provided the legal authority or evidence to show that the relief in the FAC “affect[s] by injunction or otherwise” or “modifies]” the 2011 Consent Order. See 12 U.S.C. § 1818(i)(l). 2. The only published opinion to squarely address this issue rejected the same jurisdictional argument advanced by the same Defendant regarding the same 2011 Consent Order This Court’s conclusion is supported by the only published opinion to address the same jurisdictional argument advanced by the same Defendant based on the same 2011 Consent Order. See In re JPMor gan Chase Mortg. Modification Litig., 880 F.Supp.2d 220, 232-33 (D.Mass.2012). In In re JPMorgan Chase, the court held that Section 1818(i)(l) did not divest that court of jurisdiction. Id. at 231-33. The plaintiff-homeowners brought suits against Defendant Chase NA under four of the same causes of action brought in this case and based on similar factual allegations as in the present case, namely: (1) breach of contract, alleging Defendant Chase “breached” their mortgage modification agreements by “continuing to treat the homeowner’s account as if no modification had occurred”; (2) promissory estoppel, alleging Defendant Chase “deceived, strung along, and misled” the plaintiffs by “false and misleading promises to homeowners about the prospects of a mortgage modification”; (3) California’s Rosenthal Fair Debt Collection Practices Act (“Rosenthal claim”), Cal. Civ.Code § 1788 et seq., alleging Defendant Chase was “using false, deceptive, and misleading statements and omissions in connection with the collection of their mortgage loan debts”; (4) a derivative claim under the California’s Unfair Competition Law. In In re JPMorgan Chase, Defendant Chase NA argued that Section 1818(i)(l) divested the court of jurisdiction because ruling on the plaintiffs’ claims for breach of contract and other state consumer protection law violations would “affect” the “enforcement of an OCC consent order” within the meaning of Section 1818(i)(l). Id. at 231. The court rejected Defendant’s argument, reasoning that Section 1818(i)(l) “is not meant to displace a non-party’s right to present its claims to a federal court” because the 2011 Consent Order is “abundantly clear” that the Order itself and the plan it requires banks to create and implement do “not establish an exclusive remedy for plaintiffs’ financial injuries.” Id. at 233. In addition, the court noted that its holding was consistent with “the OCC’s own FAQ publication,” which “assures borrowers that participation” in the “OCC-approved ... plan” required by the 2011 Consent Order “does not result in a waiver of their right to pursue legal remedies.” Id. at 233, 229-31, 230 n. 13 (summarizing OCC’s FAQ publication and the plan Defendant Chase NA developed in response to the 2011 Consent Order). Thus, regarding the breach of contract claim, the court held that Section “1818 does not preclude the court from acting to remedy the breach as the result would not be inconsistent with the Consent Order.” Id. at 232. Similarly, regarding the “state consumer protection act claims, the [Consent] Order is clear that its enforcement is not affected by compliance with state laws — indeed, the Order requires Chase to comply with all applicable federal and state laws.” Id. Finally, the Court concluded that, at most, any recovery plaintiffs obtained through the plan mandated by the 2011 Consent Order would prohibit plaintiffs from “obtaining a duplicative recovery, an issue that will not arise until the claims here are finally adjudicated and any off-set can be calculated.” Id. In short, In re JPMorgan Chase held that Section 1818(i)(l) does not divest the court of jurisdiction because adjudication of the plaintiffs’ claims would not affect the 2011 Consent Order’s requirement that Defendant Chase NA develop a plan. Id. Given that In re JPMorgan Chase involved the substantially similar acts as those allegedly done by Defendants here, four of the same causes of action as those at issue here, and the same 2011 Consent Order at issue here, this Court finds In re JPMorgan Chase to be indistinguishable. Furthermore, this Court is highly persuaded by In re JPMorgan Chase given that it is a published opinion replete with cogent reasoning and numerous citations to authority. 3. Defendants’ jurisdictional argument is contrary to the legislative history of Section 1818(i) Furthermore, Defendants’ argument is contrary to the legislative history of Section 1818(i). In 1989, Congress gave Section 1818® greater teeth as part of several reforms to “aggressively respond[ ] to the public perception ... that financial institutions ... were playing fast and loose with the law and the public purse, courtesy of deposit insurance.” John J. Byrne et. al., Examining the Increase in Federal Regulatory Requirements and Penalties: Is Banking Facing Another Troubled Decade?, 24 Cap. U.L.Rev. 1, 2 (1995) (citing Section 1818® as part of a “new regime” where “more individuals are subject to civil money penalties,” “the penalties are significantly larger,” and “the kinds of activities which may give rise to a [penalty] have been expanded.”). These reforms reflected the philosophy that “a terrified banker was going to be a better banker.” Id. Defendants’ interpretation of Section 1818® would require this Court to read a regulatory statute designed to strike fear in the hearts of the banking industry as actually creating a jurisdictional mechanism by which banks can escape millions of dollars of liability in consumer class actions. Essentially, Defendants’ rule allows any defendant-bank to insulate itself from liability for practices that violate state contract and consumer laws simply by entering into an OCC consent order which requires the defendant-bank to develop a plan. Under Defendants’ rule, the defendant-bank could then use its promise to make a plan to divest courts of jurisdiction over numerous consumer lawsuits, even if the defendant-bank implements a plan that denies the very relief that plaintiffs seek in those lawsuits. Defendants’ interpretation is, frankly, absurd because the purpose of the statutory regulatory scheme here is to protect consumers, not to stymie their efforts to obtain redress. In sum, the Court refuses to read a regulatory statute designed to curb bad banking practices as providing those very banks with a jurisdictional mechanism to avoid liability. 4. Defendants’ cases are distinguishable All of Defendants’ published cases holding that Section 1818(i)(l) divested a court of jurisdiction are distinguishable because in these cases the relief sought was either: (1) expressly banned by a federal banking agency’s order; (2) an injunction to stop the issuance or enforcement of a federal banking agency’s order; or (3) declaratory relief to have a federal bankruptcy agency’s order declared invalid. See Mot 13-15 (citing cases). In contrast, Plaintiff here does not seek relief expressly banned by the 2011 Consent Order, nor an injunction to prevent its enforcement, nor declaratory relief to have the 2011 Consent Order declared invalid. Indeed, the court in In re JPMorgan Chase distinguished several of these cases on similar grounds in rejected the same jurisdictional argument advanced by the same Defendant here. See 880 F.Supp.2d at 232-33 (distinguishing American Fair Credit Association); id. at 232 n. 16 (distinguishing MCorp Financial); id. at 233 n. 18 (distinguishing Henry). Defendants also rely on Bakenie v. JPMorgan Chase Bank, N.A., in which a court in this district accepted a similar jurisdictional argument advanced by the same Defendant Chase NA about the same 2011 Consent Order. See SACV 12-60 JVS MLGX, 2012 WL 4125890 (C.D.Cal. Aug. 6, 2012) (J. Selna). In Bakenie, the court held that Section 1818(i)(l) divested the court of jurisdiction because Plaintiffs’ UCL claim would “affect ... enforcement of’ the 2011 Consent Order. Id. at *3. The plaintiffs’ UCL claim was “based on Defendants’ improper notarial practices,” namely “various foreclosure documents were acknowledged by non-notaries, outside the presence of the signers, without verification of the signer’s identification, and without proper recordation in a sequential journal.” Id. The court provided little reasoning for its conclusion other than the observation that Section 1818(i)(l) is intended to be “far-reaching.” Id. The court neither mentioned nor distinguished In re JPMorgan Chase. This Court declines to follow Bakenie and instead follows In re JPMorgan Chase. In re JPMorgan Chase is a published, lengthy opinion replete with cogent reasoning and citations to numerous authorities and was issued in a multi-district litigation case in which the plaintiff-borrowers were represented by counsel. In contrast, Bakenie is an unpublished, four-page opinion in a case where four of the five plaintiff-homeowners were pro se. The grim reality of our adversarial system that sometimes the party that fails to make an argument loses, even if the law and evidence is on its side. Thus, given the absence of reasoning and brevity of Bakenie, combined with its plaintiffs’ pro se status, the Court suspects that the outcome of Bakenie was dictated more by the absence of plaintiffs’ argument than the language of and authority surrounding Section 1818(i)(l). Thus, this Court finds the cases cited by Defendants to be either distinguishable or unpersuasive. 5. Conclusion In sum, the Court holds that Section 1818(i)(l) does not divest a federal court of jurisdiction over a case brought by a non-party to a federal banking agency’s consent order where, as here, the consent order requires a defendant to create a plan to redress certain practices and this plan may or may not provide the same relief sought in the case brought by the non-party to the consent order. Thus, the Court DENIES Defendants’ Motion to the extent it seeks dismissal based on 12 U.S.C. § 1818(i)(l) divesting this Court of jurisdiction. b. The primary jurisdiction and equitable abstention doctrines are inapplicable Defendants alternatively argue that this Court should decline to exercise jurisdiction under either the primary jurisdiction doctrine or deny relief under the equitable abstention doctrine. The Court declines to do so. i. Primary jurisdiction doctrine The primary jurisdiction doctrine is a “prudential doctrine” under which courts “may” decide that “the initial decisionmaking responsibility should be performed by the relevant agency rather than the courts.” Davel Communications, Inc. v. Qwest Corp., 460 F.3d 1075, 1086-87 (9th Cir.2006). Whether to invoke the primary jurisdiction doctrine is “committed to the sound discretion of the court.” Syntek Semiconductor Co., Ltd. v. Microchip Technology Inc., 307 F.3d 775, 781 (9th Cir.2002). Courts may exercise their discretion to invoke the primary jurisdiction doctrine where “four factors” exist, namely: “(1) the need to resolve an issue that (2) has been placed by Congress within the jurisdiction of an administrative body having regulatory authority (3) pursuant to a statute that subjects an industry or activity to a comprehensive regulatory scheme that (4) requires expertise or uniformity in administration.” Davel, 460 F.3d at 1086-87. Defendants appear to address only the third factor by invoking a statute which provides that “[a]ny national banking association may make ... loans ... on interests in real estate, subject to section 1828(o) of this title and such restrictions and requirements as the [OCC] may prescribe by regulation or order.” See 12 U.S.C. § 371(a); Mot. at 18. Section 1828(o) provides for the creation of “uniform regulations prescribing standards for extensions of credit that are ... secured by liens on interests in real estate.” See 12 U.S.C. § 1828(o )(l)(a). The Court fails to see what “issue” in this case “has been placed by Congress within the jurisdiction” of the OCC, much less why the resolution of any such issue requires the OCC’s “expertise or uniformity in administration.” See Davel, 460 F.3d at 1086-87. The FAC brings exclusively state law claims, such as breach of contract and UCL violations, for which the OCC has no special administrative jurisdiction or expertise. Rather, both the OCC itself and California courts have recognized that a “number of state laws,” such as California’s UCL, “prohibit unfair or deceptive acts or practices, and such laws may be applicable to insured depository institutions.” See Smith v. Wells Fargo Bank, N.A., 135 Cal.App.4th 1463, 1479, 38 Cal.Rptr.3d 653 (2005). Furthermore, as Plaintiffs note, Plaintiffs’ CCRAA claim is expressly exempted from federal preemption. Given Congress’s express exemption of a CCRAA claim, the Court is baffled as to how this state law claim could raise an issue that has been placed by Congress within the jurisdiction and expertise of the OCC. Thus, the Court declines to invoke the primary jurisdiction doctrine. ii. Equitable abstention doctrine Under the equitable abstention doctrine, a court has the discretion to refrain from awarding relief for a UCL claim in the rare instance where: (1) such relief would “interfere with” a government agency’s “administration of’ its regulations to such an extent that the court “risk[s] throwing the entire complex economic arrangement out of balance”; and (2) the “public’s need for” the relief “is not so great as to warrant judicial interference in the administrative scheme designed to address those needs.” Shamsian v. Department of Conservation, 136 Cal.App.4th 621, 643, 39 Cal.Rptr.3d 62 (2006). The “underlying rationale” of the equitable abstention doctrine is that, “because the remedies available under the UCL ... are equitable in nature, courts have the discretion to abstain from employing them.” Desert Healthcare Dist. v. PacifiCare FHP, Inc., 94 Cal.App.4th 781, 795, 114 Cal.Rptr.2d 623 (2001). It is an abuse of discretion to use the equitable abstention doctrine to deny relief where plaintiffs’ claims require the court “to perform the basic judicial functions of contractual and statutory interpretation,” even where a government agency offers an “administrative process by which” plaintiffs can seek relief. Arce v. Kaiser Foundation Health Plan, Inc., 181 Cal.App.4th 471, 500, 502, 104 Cal. Rptr.3d 545 (2010). “[T]he fact that an administrative agency may, at some future time, [act in a manner] bearing on pending legal issues does not mean that a court should abstain from adjudicating a presently justiciable controversy.” Id. at 502, 104 Cal.Rptr.3d 545. In Arce, the court reversed the lower court’s dismissal of a UCL claim under the equitable abstention doctrine where the defendant allegedly breached its contracts and violated certain California statutes requiring parity in medical treatment, even though a government agency offered an “administrative process by which” the putative class could seek relief. Arce v. Kaiser Foundation Health Plan, Inc., 181 Cal.App.4th 471, 499-503, 104 Cal.Rptr.3d 545 (2010). The court reasoned that equitable abstention was inappropriate because resolution of the breach of contract claims merely required the lower court to “interpret the relevant terms of the contract” and decide whether the defendant’s acts were authorized by the contract. Id. at 500, 104 Cal.Rptr.3d 545. Similarly, resolution of the statutory claims merely required the lower court to “interpret the relevant provisions of the” statutes and decide whether these statutes required defendant to act. Id. at 500, 104 Cal.Rptr.3d 545. Finally, the court rejected the defendant’s argument that abstention was warranted due to the availability an “administrative process by which” the putative class could seek relief because the prospect of the agency acting “at a future time” in a manner “bearing on pending legal issues does not mean that a court should abstain from adjudicating a presently justiciable controversy.” Id. at 502, 104 Cal.Rptr.3d 545. As in Arce, Plaintiffs’ putative class action brings a UCL claim and alleges that Defendants breached their contracts and violated certain California statutes, and Defendants respond by invoking the equitable abstention doctrine. As in Arce, resolution of Plaintiffs’ claims merely require this Court to “interpret the relevant terms of the contract” and “interpret the relevant provisions of the” statutes. Id. at 500, 104 Cal.Rptr.3d 545. Like in Arce, Defendants contend that there is an “administrative process by which” the putative class may be able to seek relief, namely, the plan which Defendants are required to create pursuant to the 2011 Consent Order. See id. at 502, 104 Cal.Rptr.3d 545. However, as in Arce, this Court rejects Defendants’ argument because the fact that the OCC or some plan it adopts “may, at some future time,” require Defendants to provide the relief that Plaintiffs seek here “does not mean that a court should abstain from' adjudicating a presently justiciable controversy.” Id. at 502, 104 Cal.Rptr.3d 545. Finally, this Court is nonplussed that a multi-billion-dollar corporation would invoke an equitable doctrine against borrowers who have lost their homes so as to avoid liability for allegedly imposing illegal contracts on these borrowers and engaging in unfair debt collection practices. Defendant is a corporation with enough resources to have survived the recent recession, which is the largest economic downturn since the Great Depression. Plaintiffs are individuals who could not afford to make their mortgage payments and so were forced to sell their home in a short sale. The Court fails to see how the equities of the situation dictate denying Plaintiffs relief. Thus, this Court holds that equitable abstention is inappropriate and that Plaintiffs “are entitled to a timely determination of their rights.” Id. at 503, 104 Cal. Rptr.3d 545; see also Matoff v. Brinker Restaurant Corp., 439 F.Supp.2d 1035, 1038 (C.D.Cal.2006) (declining to exercise “equitable abstention” over UCL claim because defendant did not show a “complex administrative scheme governing” the relief sought “or indicate[ ] how [this scheme] might be upset by an order of restitution”). iii. Conclusion In sum, the Court refuses to exercise its discretion to decline jurisdiction under the primary jurisdiction doctrine or deny relief under the equitable abstention doctrine. Thus, the Court DENIES Defendants’ Motion to the extent it seeks dismissal based on the primary jurisdiction or equitable abstention doctrines, c. Section 580b applies to short sales This case raises an issue of first impression, namely, whether California Civil Procedure Code Section 580b applies to bar Defendants, which are mortgage lenders, from collecting a deficiency where Plaintiffs sold their home after defaulting on their mortgage and with the consent of Defendants in a transaction commonly referred to as a “short sale.” The parties dispute whether California Civil Procedure Code Section 580b applies to short sales. The Court first provides the text, legislative history, and purpose of Section 580b and then turns to Defendants’ arguments. 1. Text, legislative history, and purpose of Section 580b Under California law, a “creditor must rely upon his security before enforcing the debt,” and “[i]f the security is insufficient, his right to a judgment against the debtor for the deficiency may be limited or barred by sections ... 580b, [and other sections] ... of the Code of Civil Procedure.” Roseleaf Corp. v. Chierighi no, 59 Cal.2d 35, 38, 27 Cal.Rptr. 873, 378 P.2d 97 (1963). Section 580b and other sections barring collection of deficiencies are commonly referred to as “antideficiency statutes.” Bank of Am. v. Graves, 51 Cal.App.4th 607, 611, 59 Cal.Rptr.2d 288 (1996). These anti-deficiency statutes are “construed liberally to effectuate the legislative purposes underlying them.” Id. at 611 n. 3, 59 Cal.Rptr.2d 288. a. Text California Civil Procedure Code § 580b is titled “Purchase money mortgages, etc.; no deficiency judgment.” Section 580b provides in relevant part that: “No deficiency judgment shall lie in any event after a sale of real property for failure of the purchaser to complete his contract of sale ... under a deed of trust or mortgage on a dwelling ... given to a lender to secure repayment of a loan which was in fact used to pay all or part of the purchase price of that dwelling.” Cal.Civ.Proc.Code § 580b (emphasis added). b. Legislative history The California legislature enacted Section 580b to “counteract” a common phenomena “during the great depression” whereby a “mortgagee was able to purchase the subject real property at the foreclosure sale at a depressed price far below its normal fair market value and thereafter to obtain a double recovery by holding the debtor for a large deficiency.” Cornelison v. Kornbluth, 15 Cal.3d 590, 600, 125 Cal. Rptr. 557, 542 P.2d 981 (1975); see also Cal. Stat. c. 642, § 5 (1933). Section 580b was amended in 1963 to add, among other things, a clause extending Section 580b to the kind of real property at issue in this case, namely, a “dwelling for not more than four families ... occupied, entirely or in part, by the purchaser.” See Barash v. Wood, 3 Cal.App.3d 248, 251, 83 Cal.Rptr. 153 (1969); Cal. Stat. c. 2158, § 1 (1963). c. Purpose In interpreting Section 580b, the California Supreme Court and lower courts have consistently rejected any interpretations that undermine the purpose of the statute. See e.g., DeBerard Properties v. Lim, 20 Cal.4th 659, 663, 85 Cal.Rptr.2d 292, 976 P.2d 843 (1999) (rejecting interpretation that would allow creditor to “circumvent” Section 580b and thus “flout” its “purpose”). The California legislature passed Section 580b for “two reasons”: (1) to “stabilize[] purchase money secured land sales [prices] by [preventing] overvaluing the property”; and (2) ensure “purchasers as a class are harmed less than they might otherwise be during a time of economic decline” because “if property values drop ..., the purchaser’s loss is limited to the land that he or she used as security in the transaction.” DeBerard Properties v. Lim, 20 Cal.4th 659, 663, 85 Cal.Rptr.2d 292, 976 P.2d 843 (1999). These two public policy goals are achieved by shifting the risk of falling property prices to the lender. As the California Supreme Court explained: Section 580b places the risk of inadequate security on the purchase money mortgagee. [Such mortgagee] is thus discouraged from overvaluing the security. Precarious land promotion schemes are discouraged, for the security value of the land gives purchasers a clue as to its true market value.... If inadequacy of the security results, not from overvaluing, but from a decline in property values during a general or local depression, section 580b prevents the aggravation of the downturn that would result if defaulting purchasers were burdened with large personal liability. Section 580b thus serves as a stabilizing factor in land sales. DeBerard Properties v. Lim, 20 Cal.4th 659, 663-64, 85 Cal.Rptr.2d 292, 976 P.2d 843 (1999). 2. Section 580b applies, to short sales, as shown by its plain language and purpose, as well as its relationship to other anti-deficiency statutes 580d and 580e Defendants contend that Section 580b applies only to foreclosure sales or, alternatively, at least does not apply to short sales. Reply at 5:3-4. This Court rejects Defendants arguments and instead concludes that Section 580b applies regardless of the mode of sale. First, the Court defines short sales and foreclosures sales and summarizes some motivations for entering into each one. Next, the Court rejects Defendants’ interpretation because it: (1) is contrary to Section 580b’s plain language; (2) undermines Section 580b’s purpose of land price stabilization; and (3) is not supported by either the plain language or legislative history of another anti-deficiency statute, Section 580e, that Defendants invoke to argue that Plaintiffs’ interpretation of 580b would render 580e superfluous. a. Difference between a short sale versus a foreclosure sale The primary difference between the two modes of sale discussed in this Order is that a short sale is a sale of property by the borrower with the lenders’ consent that is voluntarily entered into by the borrower, whereas a foreclosure sale is a sale by the lender that is involuntarily entered into by the borrower. A “foreclosure sale” is the “sale of mortgaged property, authorized by a court decree or a power-of-sale clause, to satisfy the debt.” Black’s Law Dictionary (9th ed. 2009). A “power-of-sale clause” is a “provision in a mortgage or deed of trust permitting the [lender] to sell the property without court authority if the payments are not made.” Id. In short, because a foreclosure sale is accomplished due to a court order or a clause within the mortgage, the sale itself is done by the lender and involuntarily entered into by the borrower. In contrast, the “short sale” is the “voluntary” sale of mortgaged property by the borrower where the borrower “secures the agreement of the [lender] to release the mortgage upon a bona fide sale to a third party for an agreed upon price below the mortgage loan balance.” 2 The Law of Real Estate Financing § 12:10, Short sales. “If the voluntary sales efforts fail, presumably the [lender] could proceed to foreclosure or attempt a restructuring of the loan.” Id. The short sale alleged here occurred when Plaintiffs sold their home ■with Defendants’ consent “for an amount insufficient to pay off the amount of the [mortgage] on the property leaving the sale ‘short’ of a full payoff of the [mortgage].” FAC at 2:14-17 (¶ 2). The “part of a debt secured by mortgage not realized from sale of mortgaged property” is frequently described as a “deficiency.” In re Prestige Ltd. P’ship-Concord, 223 B.R. 203, 209 (Bankr.N.D.Cal.1998) (defining deficiency in the context of Section 580b) aff'd by 234 F.3d 1108 (9th Cir.2000); see also Cornelison v. Kornbluth, 15 Cal.3d 590, 603, 125 Cal.Rptr. 557, 542 P.2d 981 (1975) (defining a deficiency as “the difference between the fair market value of the property held as security and the outstanding indebtedness [at the time of sale].”). A “short sale” has advantages to both borrowers and lenders and is but one “alternative” that borrowers have “when a home is facing foreclosure.” 1 L. Distressed Real Est. § 3B:8, Workout options in general — Short sales to avoid foreclosure. “The benefit to the borrower of a short sale agreement is that the borrower can avoid having a foreclosure on his credit record, avoid the time, frustration, and uncertainty of a foreclosure action, and, if deficiencies are waived by the lender, start fresh without any continuing obligation under the note and mortgage.” Id. “The advantage