Full opinion text
Order Granting in Part and Denying in Part Motion to Dismiss SUSAN J. DLOTT, Chief Judge. This matter is before the Court on Defendants’ Motion to Dismiss the Second Amended Complaint (Doc. 57). This suit is one of a myriad of similar suits across the country arising from the sale of residential mortgage-backed securities (“RMBS”) and the housing market collapse in the first decade of this century. The claims asserted are complex both legally and factually. Defendants move to dismiss the claims as barred by limitations periods and for failure to state claims upon which relief can be granted. For the reasons that follow, the Court finds that the majority of claims asserted have been sufficiently pleaded to continue to discovery. The Court will GRANT IN PART AND DENY IN PART the Motion to Dismiss. I. BACKGROUND A. Factual Allegations Plaintiffs’ Second Amended Complaint (“SAC”) is ninety-six pages long with three hundred sixty-seven paragraphs of allegations, exclusive of the appendix. (Doc. 52-1 at PagelD 4929-5024.) The allegations are briefly summarized below and discussed in more detail as necessary in the Analysis section. 1. Parties and Security Offerings Plaintiffs The Western and Southern Life Insurance Company, Western-Southern Life' Assurance Company, Columbus Life Insurance Company, Integrity Life Insurance Company, National Integrity Life Insurance Company, and Fort Washington Investment Advisors, Inc. on behalf of Fort Washington Active Fixed Income LLC (collectively, ‘W & S Plaintiffs”) bring this civil action against Defendants JPMorgan Chase Bank, N.A., J.P. Morgan Mortgage Acquisition Corporation, J.P. Morgan Securities LLC, and J.P. Morgan Acceptance Corporation I (collectively, “JPM Defendants”), along with Defendants Washington Mutual Mortgage Securities Corporation, WaMu Asset Acceptance Corporation, and WaMu Capital Corporation (collectively, “WaMu Defendants”). W & S Plaintiffs allege generally that the Defendants “engaged in a pattern of corrupt activity whereby they sought illegally to profit from the origination, securi-tization, and servicing of mortgage loans, and the sale of [RMBS].” (Id. at PagelD 4933.) W & S Plaintiffs purchased $202 million of RMBS certificates from JPM Defendants and WaMu Defendants between October 5, 2005 and October 10, 2007 in the following ten securitization transactions: (i.) J.P. Morgan Alternative Loan Trust, Series 2005-SI (“JPMALT 2005-SI”); (ii.) J.P. Morgan Mortgage Trust, Series 2005-S3 (“JPMMT 2005-S3”); (iii.) J.P. Morgan Acquisition Trust, Series 2006-WF 1 (“JPMAC 2006-WF 1”); (iv.) J.P. Morgan Acquisition Trust, Series 2007-CHI (“JPMAC 2007-CHI”); (v.) Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-7 Trust (“WMALT 2005-7”); (vi.) Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-9 Trust (“WMALT 2005-9”); (vii.) Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-4 Trust (‘WMALT 2006-4”); (viii.) Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5 Trust (“WMALT 2006-5”); (ix.) Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-9 Trust (“WMALT 2006-9”); and (x.) Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3 Trust (“WMALT 2007-OA3”). (Id. at PagelD 4933-34.) The first four securitized transactions — JPMALT 2005-Sl, JPMMT 2005-S3, and JPMAC 2006-WF1, and JPMAC 2007-CHI — are referred to as the JPM Offerings or JPM Certificates. The latter six securitized transactions — WMALT 2005-7, WMALT 2005-9, WMALT 2006-4, WMALT 2006-5, WMALT 2006-9, and WMALT 2007-OA3 — are referred to as the WaMu Offerings or WaMu Certificates. (Id.) The JPM Offerings were issued and sold pursuant to “JPM Offering Materials” which included Shelf Registration Statements dated August 25, 2005, April 24, 2006, and February 26, 2007, a Prospectus and Prospectus Supplement for each Offering, other materials filed with the Securities and Exchange Commission (“SEC”), and certain data compilations and loan tapes. (Id. at PagelD 4934.) The WaMu Offerings were issued and sold pursuant to ‘WaMu Offering Materials” which included Shelf Registration Statements dated August 23, 2005, January 6, 2006, and March 22, 2007, a Prospectus and Prospectus Supplement for each Offering, other materials filed with the SEC, and certain data compilations and loan tapes. (Id. at PagelD 4934-35.) Defendant J.P. Morgan Acceptance Corp. (“JPMAC”) served as the depositor, Defendant J.P. Morgan Securities LLC served as underwriter, Defendant J.P. Morgan Mortgage Acquisition Corp. served as sponsor and seller, and Defendant JPMorgan Chase Bank, N.A. (“JPMC Bank”) originated or acquired the mortgage loans and acted as the loan servicer with respect to the JPM Offerings. (Id. at PagelD 4939-40, 4986.) Defendant WaMu Asset Acceptance Corporation (“WMAAC”) served as depositor, Defendant WaMu Capital Corporation served as underwriter, and non-defendant Washington Mutual Bank (“WaMu Bank”) served as co-sponsor with Defendant WaMu Mortgage Securities Corporation and also originated or acquired mortgage loans and acted as the loan servicer with respect to the WaMu Offerings. (Id. at PagelD 4941-42, 4986.) WaMu Bank was a federal savings association that provided financial services to consumer and commercial clients. WaMu Bank served as the co-sponsor for one of the six WaMu Offerings at issue in this action. On September 25, 2008, JPMC Bank entered into a Purchase and Assumption Agreement with the FDIC, under which JPMC Bank agreed to assume substantially all of WaMu Bank’s liabilities and purchase substantially all of WaMu Bank’s assets, including its ownership of the three WaMu Defendants. JPMC Bank is the successor-in-interest to WaMu Bank with respect to the claims asserted in this action. (Id. at 4941.) 2. Securitization Process W & S Plaintiffs set forth in the Second Amended Complaint the process by which RMBS certificates are created and sold, a process known as mortgage securitization. A sponsor or seller pools together a large number of mortgage loans and sells or transfers the pool of loans to a depositor. The depositor is typically an affiliate of the sponsor. The depositor then transfers the pool of loans via a “pooling and servicing agreement” to a trustee. The pooling and servicing agreement establishes various classes or “tranches” of interests in payments made by the borrowers of a loan. Each tranch has a different level of risk and reward. The pooling and servicing agreements also appoint a “servicer” to manage the mortgage loans in exchange for a monthly fee. Senior tranches have higher ratings and are entitled to payment in full ahead of junior tranches, but junior tranches offer higher potential returns. The trust issues certificates representing each tranch and sells the certificates to an underwriter. The underwriter then resells the certificates at a profit to the investors. W & S Plaintiffs. allege that Defendants acted as sponsor, depositors, and underwriters of the JPM Offerings and the WaMu Offerings and profited at each stage of the securitization process. (Id. at PagelD 4944-45.) 3.Allegations of Fraud W & S Plaintiffs allege in the Second Amended Complaint that the JPM Offering Materials and the WaMu Offering Materials contained actionable misrepresentations and omissions regarding the following matters: • loan underwriting standards and guidelines, (id. at PagelD 4947-72); • the appraisal process to value the properties securing the loans underlying the RMBS certificates, (id. at PagelD 4972-76); • the percentage of owner-occupied properties securing the loans underlying the RMBS certificates, (id. at PagelD 4976-78); • the credit ratings assigned to the certificates because the credit ratings were based on materially misleading or inaccurate information, (id. at PagelD 4978-79); and • the transfer of title requirements, foreclosure practices, and Mortgage Electronic Registration System (“MERS”), (id. at PagelD 4980-96). B. Procedural History W & S Plaintiffs initiated this lawsuit on June 22, 2011 in the Court of Common Pleas, Hamilton County, Ohio as Case No. A1104817. (Doc. 1-1 at PagelD 28.) Defendants removed the action to the United States District Court for the Southern District of Ohio on July 22, 1011. (Doc. 1 at PagelD 1.) On July 25, 2011, JPMC Bank filed a Third-Party Complaint (Doc. 12) against the Federal Deposit Insurance Corporation (“FDIC”) for the potential liabilities arising from the actions or omissions of its predecessor, non-defendant WaMu Bank. W & S Plaintiffs filed the Second Amended Complaint on March 23, 2012. They asserted fourteen causes of action: 1. Violation of Ohio Securities Act, Ohio Revised Code (“O.R.C.”) § 1707.41, (Doc. 52-1 at PagelD 5007); 2. Violation of Ohio Securities Act, O.R.C. § 1707.44(B)(4), (id. at Pa-gelD 5008); 3. Violation of Ohio Securities Act, O.R.C. § 1707.44(J), (id.); 4. Violation of Ohio Securities Act, O.R.C. § 1707.44(G), (id.); 5. Repayment pursuant to the Ohio Securities Act, O.R.C. § 1707.43, (id. at PagelD 5009); 6. Tortious interference with contract, (id.); 7. Common law fraud, (id. at PagelD 5010); 8. Common law conspiracy against WaMu Defendants, (id. at PagelD 5011); 9. Common law conspiracy against JPM Defendants, (id. at PagelD 5012); 10. Violation of Ohio Corrupt Activities Act, O.R.C. § 2923.31 through § 2923.36, against WaMu Defendants and JPMC Bank, (id. at Pa-gelD 5013); 11. Violation of Ohio Corrupt Activities Act, O.R.C. § 2923.31 through § 2923.36, against the JPM Defendants, (id. at PagelD 5017); 12. Violation of Section 11 of the 1933 Act, 15 U.S.C. § 77k, against the JPM Defendants (id. at PagelD 5019); 13. Violation of Section 12(a)(2) of the 1933 Act, 15 U.S.C. § 77Z(a)(2), against the JPM Defendants, (id. at PagelD 5021); and 14. Violation of Section 15 of the 1933 Act, 15 U.S.C. § 77o, against JPM Mortgage Acquisition and JPMAC, (id. at PagelD 5022). Defendants now have moved to dismiss the claims against them. The Court has heard oral arguments on the dismissal motions and has granted the parties leave to file supplemental memoranda. The matter is ripe for resolution. II. STANDARDS GOVERNING MOTIONS TO DISMISS Federal Rule of Civil Procedure 12(b)(6) allows a party to move to dismiss a complaint for “failure to state a claim upon which relief can be granted.” Fed. R.Civ.P. 12(b)(6). A district court “must read all well-pleaded allegations of the complaint as true.” Weiner v. Klais and Co., Inc., 108 F.3d 86, 88 (6th Cir.1997). However, this tenet is inapplicable to legal conclusions, or legal conclusions couched as factual allegations, which are not entitled to an assumption of truth. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). To withstand a dismissal motion, a complaint “does not need detailed factual allegations,” but it must contain “more than labels and conclusions [or] a formulaic recitation of the elements of a cause of action.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). “[T]he complaint must contain either direct or inferential allegations respecting all material elements to sustain a recovery under some viable legal theory.” Havard v. Wayne Cty., 436 Fed.Appx. 451, 457 (6th Cir.2011) (internal quotation and citation omitted). “Factual allegations must be enough to raise a right to relief above the speculative level.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955. The Court does not require “heightened fact pleading of specifics, but only enough facts to state a claim for relief that is plausible on its face.” Id. at 570, 127 S.Ct. 1955. “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. The Court may consider SEC filings, other public records, and other materials appropriate for the taking of judicial notice without converting a Rule 12(b)(6) motion to a Rule 56 motion. See New England Health Care Employees Pension Fund v. Ernst & Young, LLP, 336 F.3d 495, 501 (6th Cir.2003); Bovee v. Coopers & Lybrand C.P.A., 272 F.3d 356, 360-61 (6th Cir.2001). “Courts take judicial notice of matters of common knowledge.” Pearce v. Faurecia Exhaust Syss., Inc., 529 Fed.Appx. 454, 459 (6th Cir.2013). Courts may take notice of adjudicative facts which are “not subject to reasonable dispute” because they are “generally known within the trial court’s jurisdiction” or “can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” . Fed.R.Evid. 201. Sources typically used to take judicial notice include “a dictionary, public record, or even a newspaper article.” Pearce, 529 Fed.Appx. at 459; see also Logan v. Denny’s Inc., 259 F.3d 558, 578 (6th Cir.2001) (taking judicial notice of newspaper article). However, the Court will not take notice of information in a newspaper article that is subject to reasonable dispute as to its accuracy. Berk v. Mohr, No. 2:10-cv-1082, 2012 WL 3780313, at *12 (SD.Ohio July 23, 2012). III. ANALYSIS A. Ohio Securities Act and Common Law Fraud Claims W & S Plaintiffs allege violations of the Ohio Securities Act (“OSA”), Ohio Revised Code §§ 1707.41, 1707.43, 1707.44(B)(4), 1707.44(G), and 1707.44(J) in the First through Fifth Causes of Action, as well as common law fraud in the Seventh Cause of Action. (Doc. 52-1 at PagelD 5007-09, 5010-11.) Section 1707.41 of the Ohio Revised Code provides in relevant part: “any person that, by a written or printed circular, prospectus, or advertisement, offers any security for sale, or receives the profits accruing from such sale, is liable, to any person that purchased the security relying on the circular, prospectus, or advertisement, for the loss or damage sustained by the relying person by reason of the falsity of any material statement contained therein or for the omission of material facts.” Section 1707.44(B)(4) provides: “No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following purposes: ... Selling any securities in this state.” Section 1707.44(G) states: “No person in purchasing or selling securities shall knowingly engage in any act or practice that is, in this chapter, declared illegal, defined as fraudulent, or prohibited.” Section 1707.44(G) “prohibits not only affirmative misrepresentation, but also fraudulent nondisclosure where there is a duty to disclose.” Ohio v. Warner, 55 Ohio St.3d 31, 54, 564 N.E.2d 18 (1990). Finally, Section 1707.44(J) provides: “No person, with purpose to deceive, shall make, issue, publish, or cause to be made, issued, or published any statement or advertisement as to the value of securities, or as to alleged facts affecting the value of securities, or as to the financial condition of any issuer of securities, when the person knows that the statement or advertisement is false in any material respect.” Sales or contracts for sales made in violation of Chapter 1707 are voidable at the election of the purchaser. O.R.C. § 1707.43(A). The elements of common law fraud in Ohio are as follows: (1) a representation or, when there is a duty to disclose, a concealment of fact; (2) which is material to the transaction at hand; (3) made falsely, with knowledge of its falsity, or with such utter disregard as to whether it is true or false that knowledge may be inferred; (4) with the intent of misleading another into relying upon it; (5) justifiable reliance on the representation or concealment; and (6) an injury proximately caused by that reliance. Stuckey v. Online Resources Corp., 909 F.Supp.2d 912, 940-41 (S.D.Ohio Nov. 9, 2012). A party alleging fraud or a violation of the Ohio Securities Act has to plead “with particularity the circumstances constituting fraud or mistake.” Fed.R.Civ.P. 9(b); see also Ohio Police and Fire Pen. Fund v. Standard & Poor’s Fin. Servs., LLC, 813 F.Supp.2d 871, 878-9 (S.D.Ohio 2011) (applying Rule 9(b) standard to OSA claims). “[A] plaintiff must specify 1) what the fraudulent' statements were, 2) who made them, 3) when and where the statements were made, and 4) why the statements were fraudulent.” Morris Aviation, LLC v. Diamond Aircraft Indus., Inc., 536 Fed.Appx. 558, 562 (6th Cir.2013). “Mai-ice, intent, knowledge, and other conditions of a person’s mind may be alleged generally.” Fed.R.Civ.P. 9(b). The OSA contains a two-year statute of limitations and a five-year statute of repose. O.R.C. § 1707.43(B). The OSA provides in relevant part as follows: No action for the recovery of the purchase price as provided for in this section, and no other action for any recovery based upon or arising out of a sale or contract for sale made in violation of Chapter 1707. of the Revised Code, shall be brought more than two years after the plaintiff knew, or had reason to know, of the facts by reason of which the actions of the person or director were unlawful, or more than five years from the date of such sale or contract for sale, whichever is the shorter period. Id. The fraud claim alleged has the same two-year statute of limitations and five-year statute of repose because it arises from or is predicated upon the sale of securities. See Wyser-Pratte Mgmt. Co., Inc. v. Telxon Corp., 413 F.3d 553, 561 (6th Cir.2005); Lopardo v. Lehman Bros., Inc., 548 F.Supp.2d 450, 467 (N.D.Ohio 2008). “Ohio law weighs heavily toward a finding that common law claims which are predicated on or inextricably interwoven with the sale of securities or the contracts related to securities sales are governed by the statute of limitations in O.R.C. § 1707.43(B).” Lopardo, 548 F.Supp.2d at 467; cf. Rogers v. Isler, No. 2:03-cv-1192, 2005 WL 3776350, at *3 (S.D.Ohio June 20, 2005) (stating that whether § 1707.43 is applied is contingent on the nature or subject matter of the claim, rather than the form of the action). 1. Statute of Limitations Defendants allege that the fraud and OSA claim are untimely pursuant to the two-year limitations period in § 1707.43(B). Ohio courts have not defined what constitutes constructive notice under § 1707.43(B). See Wyser-Pratte, 413 F.3d at 562; In re Nat’l Century Fin. Enters., Inc. Investment Lit., 755 F.Supp.2d 857, 868 (S.D.Ohio 2010). In the absence of direct guidance, courts in the Sixth Circuit have applied the standard used in federal securities law. See Wyser-Pratte, 413 F.3d at 562; Nat’l Century Fin. Enters., 755 F.Supp.2d at 868. Notice of the possibility of fraud is not sufficient to commence the limitations period. See Wyser-Pratte, 413 F.3d at 562; Cain v. Mid-Ohio Secs., Inc., Nos. 06CA008933, 06CA008932, 2007 WL 2080553, at *2 (Ohio App. July 23, 2007). “[Kjnowledge of ‘suspicious facts’ or ‘storm warnings’ triggers a plaintiffs duty to investigate, and the limitations period ‘begins to run only when a reasonably diligent investigation would have discovered the fraud.’ ” In re Nat’l Century Fin. Enters., 755 F.Supp.2d at 868 (quoting Wyser-Pratte, 413 F.3d at 562-63). The inquiry notice standard is objective. Hardin v. Reliance Trust Co., No. 1:04-cv-02079, 2006 WL 2850455, at *6 (N.D.Ohio Sept. 29, 2006), aff'd Cline v. Reliance Trust Co., 245 Fed.Appx. 503 (6th Cir.2007). “[T]he limitations period begins to run when a plaintiff should have discovered, by exercising reasonable diligence, the facts underlying the alleged fraud.” Wyser-Pratte, 413 F.3d at 562-63 (internal quotation and citation omitted). The reasonable plaintiff must become aware of facts alerting the plaintiffs of general claims to pursue, not of the particular causes of action or legal theories to pursue. Loyd v. Huntington Nat’l Bank, No. 1:08-cv-2301, 2009 WL 1767585, at *9 (N.D.Ohio June 18, 2009). The inquiry notice standard for a fraud or securities violation includes the facts which suggest scienter or knowledge. Merck & Co., Inc. v. Reynolds, 559 U.S. 633, 648-49, 130 S.Ct. 1784, 176 L.Ed.2d 582 (2010). Finally, issues of constructive notice are issues of fact and are appropriate for a jury. Charash v. Oberlin College, 14 F.3d 291, 300 (6th Cir.1994). The initial Complaint in this action was filed on June 22, 2011. Plaintiffs assert that their claims are not untimely because they did not have sufficient information to file their claims on or before June 22, 2009. Plaintiffs state that they relied on the materials from the January 2011 Congressional Financial Crisis Inquiry Commission report (“2011 FCIC Report”) and the April 2011 Senate Permanent Subcommittee on Investigations (“2011 Senate Subcommittee Report”), including the Clayton Holdings information, in order to properly plead the scienter element of their claims. Clayton Holdings was a due diligence firm hired by Defendants. (Doc. 52-1 at PagelD 4936, 4954-57.) Clayton Holdings analyzed samples of loans from Defendants and reported the results to Defendants. (Id. at PagelD 4954-57.) Plaintiffs allege that the Clayton Holdings’ reports demonstrated that JPM Defendants knew that the loan pool in its securitizations included greater than 13% of defective loans and that WaMu Defendants knew that the loan pool in its securitizations included greater than 7% of defective loans. (Id.) Plaintiffs also cite the testimony of the former president of Clayton Holdings to the effect that the internal due diligence that Clayton Holdings provided to the Defendants did not “add[] any value” to investors. (Id. at PagelD 4957.) Plaintiffs allege that instead Defendants used due diligence reports to maximize their profits by paying as little as possible for loans. (Id. at PagelD 4954.) The 2011 FCIC Report also contained statements from appraisers who felt pressured by mortgage lenders to overestimate the value of the appraised properties. (Id. at PagelD 4972-73.) The 2011 Senate Subcommittee Report included a case study of how WaMu Defendants’ “strategy for growth and profit led to the origination and securitization of hundreds of billions of dollars in poor quality mortgages that undermined the U.S. financial system.” (Id. at PagelD 4959-60.) The 2011 Senate Subcommittee Report included specific allegations of improper conduct in the practice of appraisals, including using in-house appraisals, automated software that did not comply with industry standards, and undefined standards. (Id. at PagelD 4973.) It also included allegations that Defendants manipulated credit ratings by such practices as blacklisting analysts who refused to provide favorable ratings. (Id. at PagelD 4979.) On the other hand, Defendants argue that three types of evidence gave W & S Plaintiffs constructive notice sufficient to trigger the statute of limitations prior to June 22, 2009. See Woori Bank v. Citigroup Global Markets, Inc., No. 12-cv-3868 (KBF), 2014 WL 3844778, at *7-9 (S.D.N.Y. Aug. 5, 2014) (stating that the FCIC report and an SEC complaint “may have strengthened” a securities claim, but that facts sufficient to trigger the statute of limitations had been known earlier). First, Defendants contend that the testimony of Bradley Hunkier, the Vice President of Controller of Western & Southern Financial Group, before the House Committee on Financial Services on March 25, 2009 triggered the limitations period. (Doc. 58-35.) Hunkier testified generally that there was “rampant fraud in the mortgage origination and underwriting process; poor underwriting standards that overemphasized rising housing prices and did not adequately consider borrower creditworthiness; ... over-inflated ratings; and a lack of transparency relating to the underlying collateral and deal structure.” (Id. at PagelD 2939.) He further stated that “bank and Wall Street underwriting due diligence failed to pick up” that “mortgage brokers have committed significant amounts of fraud.” (Id. at PagelD 2940.) His testimony did not address the conduct of JPM Defendants or WaMu Defendants specifically, nor did it address the JPM Offerings or the WaMu Offerings specifically. Moreover, a reasonable factfinder could conclude that his testimony was not sufficient to put W & S Plaintiffs on notice of wholesale abandonment of underwriting guidelines. The Hunkier testimony standing alone is not sufficient to have triggered the two-year limitations period as a matter of law. Second, Defendants assert that W & S Plaintiffs pleaded facts concerning their knowledge about delinquencies and downgrades which happened prior to June 2009. For instance, some of the JPM Offerings and the WaMu Offerings, which were purchased between October 5, 2005 and October 10, 2007, had delinquencies in the 10% to 50% range within forty-eight months. (Doc. 52-1 at PagelD 4968-70.) W & S Plaintiffs also pleaded that the ratings for the Offerings had been downgraded at an unspecified date, but Defendants’ public records indicate that the downgrades had begun by March 2009. (Id. at PagelD 4971; Doc. 58-1.) W & S Plaintiffs respond that this information standing alone was not sufficient to give them complete notice of the facts underlying their claim. Further, they point out that Moody’s Investor Services issued a release in February 2009 in which it attributed higher loss expectations, in part, on the “continued deterioration in home prices.” (Doc. 61-3 at PagelD 4124-25.) Other courts have found that reports of delinquencies or downgrades were not necessarily sufficient to put plaintiffs on notice of their claims for fraudulent abandonment of underwriting standards. See FDIC v. Chase Mortg. Fin. Corp., No. 12 Civ. 6166(LLS), 2013 WL 5434633, at *5 (S.D.N.Y. Sept. 27, 2013); Capital Ventures Int’l v. J.P Morgan Mortg. Acquisition Corp., No. 12-10085-RWZ, 2013 WL 535320, at *7 (D.Mass. Feb. 13, 2013). Third, Defendants point to media reports and other lawsuits as evidence triggering the limitations period. The Court has examined the media reports provided by Defendants. (Docs. 58-15 through 58-25.) Some provide only generalized allegations of improprieties, but do not address WaMu Defendants or JPM Defendants specifically. (Docs. 58-23 through 58-25.) Several articles depict a reckless culture at WaMu that encouraged making risky loans, including problems with appraisal values and with the failure to follow underwriting guidelines. (Docs. 58-15 through 58-19.) The specific WaMu Offerings are not discussed. (Id.) In other articles, WaMu Defendants and JPM Defendants denied allegations of wrongdoing or assigned blame for problems on factors beyond their control. (Docs. 58-17, 58-19, and 58-20.) Defendants also point to lawsuits filed against WaMu Defendants and against JPM Defendants in 2008 and 2009, prior to June 2009, alleging false statements in connection with RMBS offerings. Some courts have taken judicial notice of court filings and litigation notices and considered them as “storm warning” evidence triggering at least the duty to investigate. See e.g., Staehr v. Hartford Fin. Servs. Group, Inc., 547 F.3d 406, 425 (2d Cir.2008) (stating that it is proper to take judicial notice of the fact of prior lawsuits to decide whether inquiry notice was triggered); Loyd, 2009 WL 1767585, at *10 & n. 24 (considering prior lawsuit of which plaintiffs counsel had knowledge as part of public information triggering the statute of limitations); Hardin, 2006 WL 2850455, at *7-8 (stating that lawsuits and public records can be sufficient to put investors on inquiry notice under an objective standard); but see Fed. Home Loan Bank of Pittsburgh v. JP Morgan Secs., LLC, No. GD-09-016892, slip op. at 6-7 (C.P. Allegheny Cty. Penn. Nov. 12, 2006) (finding no evidence that plaintiffs knew or should have known about a lawsuit filed in a different state). The Court agrees that it can take notice of the prior lawsuits, the dates such suits were filed, and the existence of the allegations made in the filings in such suits. However, the Court does not consider the complaint allegations from earlier-filed lawsuits to be adjudicative facts because they are subject to reasonable dispute. See Fed.R.Evid. 201. While such allegations may constitute “storm warnings” triggering a duty to investigate, the statute of limitations does not begin to run until the plaintiff knows of the facts underlying the fraud. Wyser-Pratte, 413 F.3d at 562-63. The Court finds persuasive decisions from other courts that have found that press reports and earlier filed lawsuits do not constitute a sufficient bases at the Rule 12(b)(6) stage to conclude as a matter of law that the limitations period was triggered on or before a date certain. See W & S Life Ins. Co. v. Residential Funding Co., LLC, No. A115042, slip op. at 7-10 (Ohio C.P. Hamilton Cty. June 6, 2012) (finding that question of fact remained on the statute of limitations despite existence of public records such as earlier lawsuits and press reports); see also FDIC v. Chase Mortg. Fin. Corp., 2013 WL 5434633, at *3-7 (finding publicly-accessible reports and other complaints insufficient to establish untimeliness of complaint against multiple- defendants, including JPM Chase); Mass. Mut. Life Ins. Co. v. Residential Funding Co., LLC, 843 F.Supp.2d 191, 208 (D.Mass.2012) (stating that statute of limitations was not triggered by newspaper articles and other publications that “provided only generalized reports on the industry, did not discuss Defendants’ practices specifically, and did not alert Plaintiff to potential fraud in any specific securitization it had purchased”); In re Wells Fargo Mortgage-Backed Certificates Lit., 712 F.Supp.2d 958, 967 (N.D.Cal.2010); Allstate Ins. Co. v. Credit Suisse Secs. (USA) LLC, No. 650547/2011, 42 Misc.3d 1220(A), 2014 WL 432458, at *3-6 (N.Y.Sup. Jan. 24, 2014); but see Stichting Pensioenfonds ABP v. Countrywide Fin. Corp., 802 F.Supp.2d 1125, 1138-39 (C.D.Cal.2011) (holding that press reports and earlier-filed lawsuits were sufficient to put the plaintiffs on notice regarding the scienter element of its claim). In summary, the Court concludes that the issue of when the statute of limitations began to run is not appropriate for resolution upon a dismissal motion. 2. Statute of Repose As stated earlier, the Ohio Securities Act contains a five-year statute of repose which applies to the OSA and fraud claims. O.R.C. § 1707.43(B). Defendants assert that W & S Plaintiffs’ claims are barred by the statute of repose, in part, because W & S Plaintiffs purchased WMALT 2005-7, WMALT 2005-9, and WMALT 2006-4 Certificates more than five years before July 22, 2011, the date this suit was filed. (Doc. 52-1 at PagelD 5025-33.) Plaintiffs respond that the claims based on the WMALT 2005-7, WMALT 2005-9, and WMALT 2006-4 Certificates are not barred because the statute of repose is unconstitutional as applied to them. The constitutionality of the statute of repose in § 1707.43(B) has been disputed. A court in the Northern District of Ohio found that the statute of - repose in § 1707.43(B) was unconstitutional where the facts indicated that the cause of action accrued within the five-year repose period, but the plaintiff had an unreasonably short period of time after discovery of the claim to bring an action vindicating its rights under the Ohio Securities Act or common law. See e.g., Metz v. Unizan Bank, No. 05-CV-1510, 2008 WL 2017574, at *5 (N.D.Ohio May 7, 2008) (stating that the Ohio Supreme Court would find § 1707.43(B) violates the right-to-remedy clause of the Ohio Constitution as applied because the injury arising from the sale of sécurities was not discovered until after statute of repose expired); Lopardo, 548 F.Supp.2d at 466-67 (same). Likewise, a court in California refused to apply the Ohio statute of repose to bar Western and Southern claims in another RMBS case because “if Western and Southern was on notice of its title transfer claims by June 2010, applying the statute of repose to those claims would have given Western and Southern an unreasonably short period of time to file its claim.” In re Countrywide Fin. Corp. Mort.-Backed Secs. Lit., Nos. 2:11-ML-02265-MRP (MANx), 2:11-cv-07166-MRP (MANx), 2:11-cv-09889-MRP (MANx), 2012 WL 1097244, at *12 (C.D.Cal. Mar. 9, 2012). However, the Sixth Circuit Court of Appeals more recently has held that that the statute of repose in § 1707.43(B) is not facially unconstitutional. Fencorp, Co. v. Ohio Ky. Oil Corp., 675 F.3d 933, 945 (6th Cir.2012). The Sixth Circuit analyzed the issue as follows: Fencorp’s second contention on cross-appeal is that the district court erred in ■applying the Ohio securities statute of repose because that statute is contrary to the Ohio state constitution’s right to remedy provision. Article I, section 16 of the Ohio constitution provides: “All courts shall be open, and every person, for an injury done him in his land, goods, person, or reputation, shall have remedy by due course of law, and shall have justice administered without denial or delay.” Ohio Const, art. I, § 16. Fencorp asserts that this “right to remedy” provision has been used to strike down various statutes of repose that take away the remedy the law would have otherwise permitted. Ohio courts, for example, struck down the medical malpractice statute of repose. Hardy v. VerMeulen, 32 Ohio St.3d 45, 512 N.E.2d 626, 629 (1987). But see Groch v. Gen. Motors Corp., 117 Ohio St.3d 192, 883 N.E.2d 377, 398 (2008) (upholding the products liability statute of repose). Fencorp now asks us to employ the right to remedy provision and hold that the Ohio securities statute of repose is contrary to the Ohio constitution. We begin our analysis by noting that Ohio law requires a high degree of certainty before a law is declared to be contrary to the state constitution. “All [Ohio] statutes have a strong presumption of constitutionality.” Arbino v. Johnson & Johnson, 116 Ohio St.3d 468, 880 N.E.2d 420, 429 (2007); see also Hartford Fire Ins. Co. v. Lawrence, Dykes, Goodenberger, Bower & Clancy, 740 F.2d 1362, 1366 (6th Cir.1984) (“[A]cts of the General Assembly are presumed valid under Ohio law, and in cases of doubt should be held constitutional.”). For an Ohio court to declare the legislature’s action unconstitutional, “it must appear beyond a reasonable doubt that the legislative and constitutional provisions are clearly incompatible.” Id. (quoting State ex rel. Dickman v. Defenbacher, 164 Ohio St. 142, 128 N.E.2d 59, 60 (1955)). Furthermore, “the constitutionality of any statute of repose should turn on the particular features of the statute at issue, and ... such a statute should be evaluated narrowly within its specific context.” Groch, 883 N.E.2d at 401. A party bringing a facial challenge “must demonstrate that there is no set of circumstances in which the statute would be valid.” Id. Recently, the Ohio Supreme Court in Groch considered Brennaman v. R.M.I. Co., 70 Ohio St.3d 460, 639 N.E.2d 425 (1994), a case Fencorp cites and upon which other cases Fencorp cites rely. The Ohio Supreme Court criticized the logic of the Brennaman decision and stated: “To the extent that Brennaman stands for the proposition that all statutes of repose are repugnant to Section 16, Article I [of the Ohio constitution], we expressly reject that conclusion.” Groch, 883 N.E.2d at 403. The court “confine[d] Brennaman to its particular holding” regarding the statute of repose for improvements to real property. Id. Instead, the court quoted with approval language from an earlier Ohio Supreme Court case: “the right to remedy provision ... applies only to existing, vested rights, and it is state law which determines what injuries are recognized and what remedies are available.” Id. (quoting Sedar v. Knowlton Const. Co., 49 Ohio St.3d 193, 551 N.E.2d 938, 947 (1990)). Reviewing the statute “narrowly within its specific .context,” we emphasize that the securities claims were created by statute and gave plaintiffs substantial protections and privileges not available under common law. Where the legislature creates a new, statutory right, it is reasonable that the legislature also has the ability to shape the contours and limits of that right. To hold otherwise would mean that any statutorily-created right in Ohio, once created, could not be limited by a statute of repose. This policy concern cautions us from declaring the statute unconstitutional. Fencorp’s argument is similar to the arguments used by the Ohio Supreme Court to find medical malpractice statutes of repose unconstitutional. See Groch, 883 N.E.2d at 404 (noting instances in which the Ohio Supreme Court struck down medical malpractice statutes of repose because those statutes “took away an existing, actionable negligence claim before the injured person discovered the injury (when the injury had already occurred) or gave the injured person too little time to file suit.”) However, it does not appear to us “beyond a reasonable doubt” that the securities statute, which had created new rights, is analogous to the common-law rights limited by the medical malpractice statutes of repose. Moreover, although the common law fraud claims are similar to medical malpractice claims, Fencorp attempts a facial challenge to the whole statute and not an as-applied challenge to just the common-law elements governed by the statute, so it must demonstrate that there is “no set of circumstances in which the statute would be valid.” This Fencorp has failed to do. Finally, no Ohio court has declared this statute of repose unconstitutional, and Ohio appeals courts have not been dissuaded by the medical malpractice cases from applying the securities statute of repose to common-law claims subsumed within the larger securities claims. See Helman v. EPL Prolong, Inc., 139 Ohio App.3d 231, 743 N.E.2d 484, 493 (2000). All of these elements combine and lead us to uphold the constitutionality of the securities statute of repose. We therefore affirm the district court. Id. at 945-46. One judge in the Court of Common Pleas for Hamilton County, Ohio has adopted the reasoning of Fencorp and held that the statute of repose in § 1707.43(B) was constitutional as applied to claims asserted by Western and Southern Plaintiffs in an RMBS case. See W & S Life Ins. Co. v. Residential Funding, slip op. at 11-12 (dismissing all claims brought after the five-year statute of repose). Another judge in the same court reached the opposite conclusion in DLJ Mortgage Capital Inc., but he provided no analysis so his opinion letter is not helpful. (Doc. 59-4 at PagelD 3310-11; Id. at PagelD 3295-3309.) This Court will follow the recent opinions of Fencorp and Residential Funding and hold that the statute of repose is not unconstitutional as applied here. The legislature created by statute the cause of action for securities fraud. It is reasonable that the legislature “could shape the contours and limits” of the cause of action with a statute of repose. Fencorp, 675 F.3d at 945. The Ohio Securities Act and fraud claims based on the WMALT 2005-7, WMALT 2005-9, and WMALT 2006-4 Certificates are dismissed as barred by the statute of repose. 3. Sufficiency of Allegations W & S Plaintiffs allege violations of the OSA, Ohio Revised Code §§ 1707.41, 1707.43, 1707.44(B)(4), 1707.44(G), and 1707.44(J), as well as common law fraud. (Doc. 52-1 at PagelD 5007-09, 5010-11.) Defendants challenge the sufficiency of the allegations as a matter of law. a. Abandonment of Underwriting Guidelines W & S Plaintiffs allege that Defendants represented that the loans underlying the Certificates were underwritten pursuant to particular underwriting standards. They further allege that Defendants stated that they sometimes applied alternative underwriting standards, but that such alternative standards were generally limited to situations where enhanced credit requirements and lower loan-to-value ratios were applied. Plaintiffs allege that Defendants represented that exceptions were made only when mitigating factors existed. Plaintiffs allege that these representations were false because Defendants knowingly and systematically disregarded their purported underwriting standards and allowed non-compliant loans. (Id. at PagelD 4947-72.) b. Appraisal Allegations In the next set of OSA allegations, W & S Plaintiffs allege that Defendants misrepresented that they used industry-standard appraisals to value the properties securing the loans underlying the Certificates in several ways. Plaintiffs allege that the appraisers in the mortgage industry were not independent from the originators and were pressured by the originators to overvalue the properties. They also allege that appraisers’ appraisal values were overridden or inflated. W & S Plaintiffs allege that WaMu used in-house appraisals or an “owner’s estimate of value” in the appraisal process. (Id. at PagelD 4972-76.) A false representation that appraisals will follow certain specific standards is actionable in fraud. Mass. Mut. Life Ins. Co., 843 F.Supp.2d at 208. W & S Plaintiffs also allege that the overstated appraisal values skewed the loan-to-value (“LTV”) ratios stated on the Offering Materials. LTV ratios are the ratio of a loan’s principal balance to the appraised value of the property. A higher LTV ratio indicates a higher risk of default. (Doc. 52-1 at PagelD 4974.) Plaintiffs cite a study by Allstate Insurance Company in regards to JPMAC 2007-CHI that showed the actual LTV ratios in the Certificates were greater than had been stated in the prospectus supplement. (Doc. 52-1 at PagelD 4972-76.) Plaintiffs also allege that they obtained non-confidential investigative findings about the WMALT 2005-9, WMALT 2006-5, WMALT 2006-9, WMALT 2007-OA3, and JPMMT 2005-S3 Certificates after consulting with counsel for John Hancock in John Hancock Life Ins. Co. (USA) v. JPMorgan Chase & Co., Index No.: 650195/2012 (N.Y.Sup.Ct.) and with counsel for the Federal Housing Finance Agency in Federal Housing Finance Association v. JPMorgan Chase & Co., No. 11-cv-6188 (S.D.N.Y.) (Id. at PagelD 4975-76.) Based on that consultation, Plaintiffs allege that there was a material understatement of LTV ratios in those Offering Materials for those four WaMu Certificates and one JPMorgan Certificate due to Defendants’ systemic acceptance of inflated and fraudulent property values. (Id.) Finally, Plaintiffs allege upon information and belief that the LTV ratios were similarly misstated on all of the Offering Materials. (Id.) c. Owner Occupancy Allegations W & S Plaintiffs’ owner occupancy allegations are structurally similar to the appraisal allegations. Plaintiffs allege that Defendants misrepresented the owner occupancy status of the collateral backing the mortgages in the loan pools. Primary residence loans are considered less risky because the borrowers are less likely to default. Plaintiffs allege specifically that the JPMAC 2007-CHI Offering Materials represented that 93% of the mortgages in the 2007-CHI mortgage pool were secured by primary residences and that only approximately 7% were secured by secondary residences or investment properties. However, Plaintiffs further allege that a loan-level analysis conducted by Allstate determined that greater than 12% of the mortgages in the 2007-CHI mortgage pool were not secured by primary residences. Finally, Plaintiffs state that counsel in other lawsuits have alleged that occupancy rates were similarly misstated in the WMALT 2005-9, WMALT 2006-5, WMALT 2006-9, WMALT 2007-OA3, and JPMMT 2005-S3 Offerings. Based on these samples, Plaintiffs allege upon information and belief that the owner occupancy rates were misstated for all of the Offerings. (Id. at PagelD 4976-78.) The OSA expressly imposes a duty of due diligence upon the seller of securities in the context of criminal liability. O.R.C. § 1707.29; Warner, 55 Ohio St.3d at 56-57, 564 N.E.2d 18 (interpreting § 1707.29). Ohio courts have imported the due diligence requirement of § 1707.29 into the civil context as well. See Emick v. Hawkins & Assoc., No. 03 MA 175, 2004 WL 2913255, at *3 (Ohio App. Dec. 8, 2004) (applying it to O.R.C. § 1707.44(C)); Chiles v. M.C. Cap. Corp., 95 Ohio App.3d 485, 497, 642 N.E.2d 1115 (1994) (same). Plaintiffs identify three Fannie May guidelines which serve as “red flag” indicators in a loan file to alert a lender to false occupancy assertions. (Doc. 52-1 at PagelD 4978.) Plaintiffs suggest that if Defendants had performed due diligence here, then they would have discovered the “red flag” indicators. d. Credit Rating Representations W & S Plaintiffs allege that the credit ratings assigned to the Certificates from nationally recognized rating agencies were material. The Offering Materials for the Certificates stated that the ratings addressed the likelihood of repayments of the mortgage loans underlying the Certificates. (Id. at PagelD 4978-79.) Plaintiffs allege that these statements were misleading, and that the credit ratings were inaccurate, because Defendants misrepresented to the credit agencies the underwriting standards followed, the appraisal procedures followed, and the owner-occupancy rates. (Id. at PagelD 4979.) In addition, Plaintiffs allege, based on the 2011 Senate Subcommittee Report, that Defendants pressured the rating agencies to obtain favorable credit ratings by blacklisting analysts who provided unfavorable ratings. (Id.) Finally, Plaintiffs allege that the credit ratings for the Certificates have fallen. For example, the original S & P rating for each Certificate began at AAA, but fell to BBB for JPMAC 2007-CHI, to CCC or CC for nine Certificates, and to D for three Certificates. (Id. at PagelD 4971.) e. Transfer of Title and. MERS System Allegations W & S Plaintiffs allege that Defendants represented in the Offering Materials that the Trusts could successfully foreclose upon the mortgages for each loan underlying the Certificates in the events of borrower defaults. Defendants stated that loan paperwork, including mortgage notes and assignments, would be properly transferred and recorded, including that some mortgages would be registered on the Mortgage Electronic Registration System (“MERS”). (Doc. 52-1 at PagelD 4980-85.) W & S Plaintiffs further alleged, however, that in fact, Defendants “lost much of the paperwork relating to loans underlying their RMBS, or made no attempt to assign mortgages, properly substitute the trustees as beneficial owners of the mortgages, and deliver original promissory notes to issuing trusts.” (Id. at 4982.) For mortgages. transferred within MERS, W & S Plaintiffs allege that Defendants failed to endorse and deliver promissory notes and failed to maintain assignment paperwork. (Id.) Plaintiffs additionally alleged that Defendants failed to disclose risks associated with the use of MERS including that MERS did not comply with all state laws and that MERS threatened the bankruptcy remoteness of the securitizations. (Id. at 4984.) Finally, Plaintiffs allege that Defendants sought to coverup the RMBS abuses, particularly the abuses in the transfer of title, by utilizing “robo-signers” to submit falsified mortgage assignments and other documentation. (Id. at PagelD 4985-92.) f. Analysis of the Sufficiency of the OSA and Fraud Allegations Defendants contend that each set of allegations fails to state a claim upon which relief can be granted because W & S Plaintiffs failed to plead facts connecting the loans and Certificates at issue to their generalized allegations of mortgage-related abuses. The Court does not agree. The case of Republic Bank & Trust Co. v. Bear Stearns & Co., Inc., 683 F.3d 239 (6th Cir.2012), is instructive, particularly as to the failure to follow underwriting guidelines allegations. The Sixth Circuit in Republic Bank dismissed two sets of allegations — that defendants faded to disclose that prudent underwriting standards were not followed and the similar claim that defendants did not follow their own underwriting standards— because the plaintiff did not “connect the underwriters’ alleged failure to follow their underwriting standards to the loans and securities involved in this case.” 683 F.3d at 255-57. However, the Sixth Circuit recognized that an allegation that RMBS certificates offered a “modicum of safety and rested on loans made according to some underwriting standards” is actionable if in fact the loans “were issued according to no underwriting standards at all.” Id. at 249. Therefore, the Court stated that the dismissed claims could have survived if the plaintiff had pleaded facts to show that the defendants “in reality, ... used no [underwriting] standards at all.” Id. at 257. The court also instructed that a plaintiff need not “pick apart mortgage-backed securities loan-by-loan” so long as the allegations create “some connection ... between general social conditions and the specific practices or defendants that allegedly caused harm to this plaintiff.” Id. at 257 n. 8. Plaintiffs have pleaded sufficient facts suggesting a systemic abandonment of underwriting guidelines to survive a dismissal motion. (Doc. 52-1 at PagelD 4947-72.) Courts in many jurisdictions have joined the Sixth Circuit in allowing claims based on the wholesale abandonment of underwriting guidelines. Republic Bank, 683 F.3d at 249, 255-57; see also, e.g., Plumbers’ Union Loc. No. 12 Pension Fund v. Nomura Asset Acceptance Corp., 632 F.3d 762, 773 (1st Cir.2011) (“Plaintiffs’ allegation of wholesale abandonment ... is enough to defeat dismissal.”); Dexia SA/NV v. Bear, Stearns & Co., Inc., 929 F.Supp.2d 231, 238 (S.D.N.Y.2013) (“[T]he Amended Complaint’s allegations, as well as the documents incorporated therein, present a picture of defendants’ unsound mortgage origination and securitization practices so pervasive that a reasonable fact-finder could infer that those practices affected the securitizations at issue in this case.”); Allstate Ins. Co., 42 Misc.3d 1220(A), at *9 (stating that the weight of authority indicates that allegations of systemic underwriting failure do not need be accompanied by references to the specific loans at issue); W & S Life Ins. Co. v. Residential Funding Co., LLC, slip op. at 14 (citing favorably the Plumbers’ Union Local No. 12 holding that an allegation of wholesale abandonment is sufficient); but see Space Coast Credit Union v. Lynch, No. 12-60430-CIV, 2014 WL 1230719, at *7 (S.D.Fla. Mar. 25, 2014) (dismissing complaint based on collateralized debt obligations as a whole and not on the specific obligations owned by the plaintiffs predecessor). Additionally, W & S Plaintiffs have pleaded facts connecting, at least indirectly, the RMBS abuses described above to the relevant Certificates. Plaintiffs allege that the relevant Certificates suffered a high rate of delinquencies and collapsed credit ratings. (Doc. 52-1 at PagelD 4968-72.) They allege that Clayton Holdings’ due diligence reports revealed that more than one-quarter of JPM Defendants’ and WaMu Defendants’ loans did not meet underwriting guidelines. (Id. at PagelD 4955-56.) They rely on a loan level analysis of the 2007-CHI Certificates conducted by Allstate which indicated that actual LTV ratios and the percentage of mortgages secured by primary residences in the 2007-CHI Certificates were greater than had been stated in the Offering Materials. (Id. at PagelD 4972-76.) W & S Plaintiffs also allege, based on consultations with counsel in other lawsuits, that similar misrepresentations were made about appraisal values and owner-occupancy statuses for the WMALT 2005-9, WMALT 2006-5, WMALT 2006-9, WMALT 2007-OA3, and JPMMT 2005-S3 Certificates. (Id. at PagelD 4975-76.) It was not unreasonable for W & S Plaintiffs to assert, based upon information and belief, including upon the allegations reiterated here, that the industry-wide RMBS abuses set forth inflicted all of the Certificates here. The Court does not know if the evidence gathered during discovery will support W & S Plaintiffs’ allegations in whole or even in part. However, the Court finds that these allegations are sufficient to withstand the dismissal motion. The Court also concludes that W & S Plaintiffs have adequately pleaded scienter to survive the dismissal motion. Common law fraud and Ohio Revised Code § 1707.44(J) require that a defendant act with an intent to mislead or deceive. Ohio Revised Code § 1707.44(B)(4) & (G) require a defendant act knowingly. A defendant acts knowingly for purposes of the OSA if the person “represents facts to be different than he should have known them to be if he had exercised reasonable diligence to ascertain the facts.” Warner, 55 Ohio St.3d at 57, 564 N.E.2d 18. Intent and knowledge can be alleged generally. Fed.R.Civ.P. 9(b). “Scienter may be alleged generally, but there must be factual allegations to make scienter plausible.” Rheinfrank v. Abbot Labs., No. 1:13-cv-144, 2013 WL 4067826, at *4 (S.D.Ohio Aug. 12, 2013). This Court agrees with the New York court which stated that in RMBS cases, “the allegations of the mortgage loans material and pervasive non-compliance with the Seller’s underwriting guidelines and the mortgage loan representations are sufficient non-compliance from which Defendant’s scienter can be inferred.” MBIA Ins. Corp. v. Morgan Stanley, 42 Misc.3d 1213(A), 984 N.Y.S.2d 633 (Sup.Ct.2011). W & S Plaintiffs-here alleged, for example, that Clayton Holdings’ due diligence reports revealed JPM Defendants waived in approximately half of the loans identified as non-compliant and that WaMu waived in approximately one-third of their loans identified as non-compliant. (Doc. 52-1 at PagelD 4955-56.) They alleged that Defendants used “robo-signers” to cover up transfer of title problems. (Id. at PagelD 4985-93.) They further alleged that Defendants pressured credit agencies for favorable ratings and blacklisted analysts who refused to provide favorable ratings, and that JPM Defendants began selling their own subprime mortgage assets by late 2006. (Id. at Pa-gelD 4958-59, 4973-74, 4979.) The Court finds that scienter can be sufficiently inferred from the Second Amended Complaint allegations to withstand the dismissal motion. 4. Conclusion on Fraud and Ohio Securities Act Claims The Court dismisses the fraud and OSA claims to the extent that they are based upon the WMALT 2005-7, WMALT 2005-9, WMALT 2006-4 Certificates as barred by the statute of repose. The fraud and OSA claims otherwise may proceed to discovery. B. Federal Securities Act Claim W & S Plaintiffs assert in the Twelfth and Thirteenth Causes of Action claims against JPM Defendants for violation of Section 11 of the 1933 Securities Act, 15 U.S.C. § 77k; Section 12(a)(2) of the Act, 15 U.S.C. § 77i(a)(2); and Section 15 of the Act, 15 U.S.C. § 77o, with respect to two JPM Offerings, JPMAC 2006-WF 1 and JPMAC 2007-CHI. (Doc. 52-1 at PagelD 5019-23.) The 1933 Securities Act provides its own statute of limitations and statute of repose: No action shall be maintained to enforce any liability created under section 77k or 111(a)(2) of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence, ..., unless brought within one year after the violation upon which it is based. In no event shall any such action be brought to enforce a liability created under section 77k or 111(a)(1) of this title more than three years after the security was bona fide offered to the public.... 15 U.S.C. § 77m. Accordingly, the federal Securities Act provides a three-year statute of repose. W & S Plaintiffs purchased JPMAC 2006-WF1 on August 31, 2006 and JPMAC 2007-CHI on March 13, 2007. (Doc. 52-1 at PagelD 5025-30.) The Complaint in this action was filed on July 22, 2011, more than three years after the Certificates were purchased. However, Plaintiffs assert that the statute of repose was tolled so that the claims are not untimely. The Supreme Court held in 1974 that “the commencement of a class action suspends the applicable statute of limitations as to all asserted members of the class who would have been parties had the suit been permitted to continue as a class action.” American Pipe and Constr. Co. v. Utah, 414 U.S. 538, 554, 94 S.Ct. 756, 38 L.Ed.2d 713 (1974). “Once the statute of limitations has been tolled, it remains tolled for all members of the putative class until class certification is denied.” Crown, Cork & Seal Co., Inc. v. Parker, 462 U.S. 345, 354, 103 S.Ct. 2392, 76 L.Ed.2d 628 (1983). Putative class members may then file their own suits or move to intervene in the pending suit. Id. “Limitations periods are intended to put defendants on notice of adverse claims and to prevent plaintiffs from sleeping on their rights” and the “[t]olling the statute of limitations thus creates no potential for unfair surprise.” Id. at 352-53, 103 S.Ct. 2392. Plaintiffs assert that they were purported members of the class sought to be certified in Plumbers’ & Pipefitters’ Local #562 Supplemental Plan & Trust v. J.P. Morgan Acceptance Corporation I, 2:08-cv-01713 (E.D.N.Y). The class action complaint filed in Plumbers’ and Pipefit-ters’ on March 26, 2008 involved the JPMAC 2006-WF1 and JPMAC 2007-CH1 Certificates. (Doc. 58-7 at PagelD 2789, 2792.) Plaintiffs assert that the statute of repose was tolled by the Plumbers’ and Pipefitters’ case pursuant to American Pipe. JPM Defendants make two arguments against the application of American Pipe tolling to the Securities Act statute of repose. First, JPM argues that Court should adopt the holding of the Second Circuit Court of Appeals that the Securities Act statute of repose is not subject to equitable or legal tolling. See Police and Fire Retirement Sys. of City of Detroit v. IndyMac MBS, Inc., 721 F.3d 95, 109 (2d Cir.2013), cert. granted, — U.S. -, 134 S.Ct. 1515, 188 L.Ed.2d 449 (2014), cert. dismissed as improvidently granted, — U.S. -, 135 S.Ct. 42, 189 L.Ed.2d 893 (2014). Second, JPM Defendants argue that even if American Pipe tolling can be applied to the Securities Act, Plaintiffs “forfeited” American Pipe tolling by filing the instant law suit prior to the determination of the class certification issue in Plumbers’ and Piperfitters’. “A plaintiff who chooses to file an independent action without waiting for a determination on the class certification issue may not rely on the American Pipe tolling doctrine.” Wyser-Pratte, 413 F.3d at 569. The Court will address only this latter argument. W & S Plaintiffs assert that the Wyser-Pratte exception to American Pipe tolling is not applicable to a case in the procedural posture of Plumbers’ and Pipe-fitters’. The class certification issue was not adjudicated in the Plumbers’ and Pi-pefitters’ case so W & S Plaintiffs argue that they cannot be penalized for fifing this action while the Plumbers’ and Pipefitters’ case was pending. The Plumbers’ and Pipefitters’ court on Feb. 23, 2012 dismissed for lack of standing the claims based on the JPMAC 2006-WF1 and JPMAC 2007-CHI Certificates before addressing the class certification issue. 2012 WL 601448 at *2 n. 4, *6. The American Pipe tolling analysis can be extended to cases where the class action claims are dismissed for lack of standing. See e.g., In re Wachovia Equity Secs. Lit., 753 F.Supp.2d 326, 371-72 (S.D.N.Y.2011) (giving plaintiffs benefit of American Pipe tolling where earlier filed class action claims were dismissed for lack of standing). The problem for W & S Plaintiffs is that they filed the instant case in July 2011 while two motions to dismiss were pending in the Plumbers’ and Pipefitters’ case. Wyser-Pratte should be extended in this circumstance to mean that W & S Plaintiffs may not rely on the American Pipe tolling doctrine because they filed an i