MARIO VICE v. NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004 (2025)

REPORT AND RECOMMENDATION TO THE HON. PAUL G. GARDEPHE

Plaintiffs Mario Vice and Victoria Seaman, suing individually and on behalf of all others similarly situated, allege that six student loan trusts, three debt servicing agencies, and three law firms engaged in a fraudulent scheme to collect payments on old student loan debts without the ability to prove ownership or collectability of the debts, in violation of the Fair Debt Collection Practices Act (FDCPA), 15 U.S.C. §§ 1692f, 1692e; New York Gen. Bus. Law (GBL) § 349; California's Rosenthal Fair Debt Collection Practices Act (Rosenthal Act), Cal. Civ. Code § 1788 et seq.; New York common law; and the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. §§ 1962(c), (d). See Class Action Complaint (CAC) (Dkt. 1) ¶¶ 17, 141-200.

Now before me for report and recommendation (see Dkt. 85) are defendants’ motions (Dkts. 61, 62, 64, 66, 69, 72) to dismiss the CAC in its entirety pursuant to Fed. R. Civ. P. 12(b)(1), 12(b)(2), 12(b)(3), and/or 12(b)(6). As discussed in more detail below, this Court lacks personal jurisdiction over nine of the twelve defendants – in part because plaintiffs have failed to state cognizable RICO claims, and thus cannot rely on nationwide RICO jurisdiction. Moreover, all of plaintiffs’ claims arise out of collection efforts that took place in Louisiana or South Dakota (their home states), and have little or no meaningful nexus to New York. Consequently, the CAC should be dismissed as to nine defendants pursuant to Rule 12(b)(2), for lack of personal jurisdiction, and in its entirety pursuant to Rule 12(b)(3), for improper venue.

I. BACKGROUND

I recount the facts alleged in the CAC only to the extent they are pertinent to the pending motions. Plaintiff Mario Vice is a resident of Louisiana. CAC ¶ 23. Plaintiff Victoria Seaman is a resident of South Dakota. Id. ¶ 24. According to plaintiffs, defendants are all part of a nationwide conspiracy to “take money from individuals whom Defendants accused of old student loan debts without any intent or ability to prove they owned these debts, had evidence of collectability, or could collect legally given the age of the alleged debt.” Id. ¶ 17.

Specifically, plaintiffs allege that the law firm defendants sent “boilerplate” dunning letters and related correspondence to their homes, in 2022 and 2023, in an attempt to collect student loan debts owed to various Trusts, but did not possess “proof of indebtedness,” and thus could not have proven ownership of the debts by the named Trusts in a court of law. CAC ¶¶ 75-125. Plaintiffs further allege that some of the debts were too old to be collectable under the relevant state statutes of limitation. Id. ¶¶ 85, 102, 109, 122. Insofar as can be gleaned from the complaint, neither plaintiff made any payments in response to the challenged collection efforts. Nor were any lawsuits filed again them. In fact, plaintiffs take pains to note that they “were not sued,” id. ¶ 18, and do not seek to include persons who were sued in any class certified in this case. Id. ¶¶ 16 n.6, 38.¹ However, plaintiff Seaman alleges that her credit score dropped because of negative credit-reporting by one of the law firm defendants. Id. ¶¶ 104-111, 124. Additionally, both plaintiffs allege that defendants’ conduct caused them to suffer “mental and emotional anguish and aggravation.” Id. ¶¶ 91, 125.

A. The Defendants

The defendants comprise three groups: (1) six student loan trusts, known as National Collegiate Student Loan Trust 2004-1, National Collegiate Student Loan Trust 2004-2, National Collegiate Student Loan Trust 2005-2, National Collegiate Student Loan Trust 2006-1, National Collegiate Student Loan Trust 2006-3, and National Collegiate Student Loan Trust 2007-1 (together the Trusts or Trust Defendants), each created to hold a “pool” of securitized student loans, see CAC ¶¶ 25-30; (2) three debt servicers currently or previously retained by the Trusts to collect student loan debt, identified as the Pennsylvania Higher Education Assistance Agency (PHEAA), Transworld Systems, Inc. (Transworld), and EGS Financial Care, Inc. (EGS), formerly known as NCO Financial Systems, Inc. (together the Servicers), see id. ¶¶ 31-32, 37; and (3) three law firms retained by Transworld to assist with its debt collection efforts in certain states, identified as American Coradius International, LLC (ACI), Eaton Group Attorneys, LLC (Eaton), and Rodenburg Law Firm (Rodenburg). See id. ¶¶ 33-35.²

1. The Trusts

The Trusts are Delaware statutory trusts. CAC ¶¶ 25-30. The Trustee (and agent for service of process) for each Trust is Wilmington Trust Company, which is a Delaware corporation with an address in Wilmington, Delaware. Id.; see also Entity Details, Del. Dept. of State, Div. of Corporations, https://perma.cc/N9LN-5H96 (all websites last visited August 29, 2025). The six Trusts hold a combined 345,185 student loans made to consumers across all fifty states and the District of Columbia, in the aggregate principal amount of almost $4 billion. CAC ¶¶ 25-30. Plaintiffs allege that the Trusts do business in New York. Id.

Each Trust was created between 2001 and 2007 as part of a “complex securitization process” which included the sale, transfer, and assignment of thousands of student loans to a total of fifteen National Collegiate Student Loan Trusts, including the six named as defendants herein. CAC ¶¶ 3 n.2, 10, 50. The loans were originated by private lenders such as JPMorgan Chase Bank (Chase) and Bank of America (B of A). Id. ¶¶ 10, 50, 76-80, 96-99, 112, 114, 116. Plaintiffs allege that there was “poor or nonexistent record-keeping of who owed what to whom” during the securitization process, id. ¶ 2, and that the Trusts “failed to keep track of the thousands of loans and investment stakes” allegedly owned by each of them, id. ¶¶ 2, 10, such that they cannot now “guarantee access to documentation evidencing a consumer's indebtedness.” Id. ¶ 48. Plaintiffs also note that, since the Trusts function as passive special purpose entities, they have no employees. Id. ¶¶ 3, 51. All debt collection activities taken on their behalf are carried out by their servicing agents or by attorneys hired by those servicing agents. Id.

2. The Servicers

Defendant PHEAA is the Trusts’ “initial servicer,” meaning that it makes the first attempt to “collect[ ] alleged debts after student loans are determined to be in default.” CAC ¶¶ 53, 37. PHEAA is a “public corporation, organized under the laws of the Commonwealth of Pennsylvania,” and has its principal place of business in Pennsylvania, but does business “throughout the country, including in New York.” Id. ¶ 37.

If PHEAA's initial collection efforts are unsuccessful, it transfers that consumer's debt-collection account to Transworld for secondary collection efforts. CAC ¶ 54. Transworld is incorporated in California, has its principal place of business in Pennsylvania, and maintains offices in “various other states including Georgia.” Id. ¶ 31. Transworld also “does business throughout the country, including in New York and California.” Id. Prior to November 1, 2014, PHEAA transferred accounts for secondary collection to Transworld's corporate predecessor, now known as EGS. Id. ¶¶ 31, 54, 57. EGS is a Pennsylvania corporation, headquartered in Pennsylvania, that “does business throughout the country, including in New York.” Id. ¶ 32. “The same personnel, practices, and form documents were employed by [EGS] and Transworld in collecting the [Trusts’] debts before and after the changeover from [EGS] to Transworld.” Id. ¶ 58.³

3. The Network Firms

Transworld “maintain[s] a nationwide network of debt-collection law firms and agencies,” which plaintiffs refer to as the Network Firms. CAC ¶ 59. Defendants ACI, Eaton, and Rodenburg are three of those law firms. Id. ¶¶ 5, 33-35. ACI is a New York corporation, headquartered in Buffalo, New York, that “does business throughout the country, including in New York.” Id. ¶ 35. Eaton is a Louisiana-based limited liability company that “does business in Louisiana.” Id. ¶ 33. Rodenburg is “located” in Fargo, North Dakota, and “does business in North Dakota, Minnesota, Montana, South Dakota and Wyoming.” Id. ¶ 34.

Each of the Network Firms was retained by Transworld to “mail[ ] hundreds, if not thousands, of collection letters to consumers allegedly indebted” to one of the Trusts. CAC ¶¶ 59, 70. Transworld is responsible for coordinating the Network Firms, which are not permitted to contact the Trusts directly. Id. ¶¶ 59, 61, 187(a). The mailings sent by the Network Firms to consumers are “facilitate[d]” by Transworld and “mass-produced by non-lawyers” using boilerplate templates and robo-signing. Id. ¶¶ 47, 71-74, 82, 90, 95, 119.

B. The Named Plaintiffs

1. Mario Vice

Plaintiff Mario Vice resides in Louisiana. CAC ¶ 23. In approximately 2017, he received “a series of communications” from the Trusts’ “agents,” id. ¶ 91, in response to which he incurred roughly $10,000 in legal fees. Id. Vice does not further identify the agents who communicated with him in 2017. After that episode, “the collection efforts ceased,” which Vice understood to mean that “the debts asserted were not collectable.” Id. However, in April and May 2023, Vice received five letters from Eaton, “demanding payment of money on debts allegedly owed to Trusts 2004-2, 2005-2, 2006-1, and 2006-3,” based on student loans originally made by Chase. Id. ¶¶ 75-80. Vice alleges, on information and belief, that Eaton sent those letters “at the direction, express or implied, of Transworld.” Id. ¶ 81. The letters stated that although Vice had made some payments in the past, he was in default, and owed a total of $128,253.27 to the four Trusts. Id.

Vice does not deny that he took out student loans from Chase, nor that he was in default on his payments. Rather, he alleges that Eaton's collection efforts were unlawful because neither it nor Transworld, on whose behalf it was acting, possessed “proof that the named Trusts owned the alleged debts.” CAC ¶¶ 83-84. In addition, Vice challenges Eaton's collection attempts as “barred by the statute of limitations of applicable state law.” Id. ¶ 85. However, he does not identify any relevant statute of limitations, the date on which it began to run, the date on which it expired, or the debt (or portion thereof) rendered uncollectable by the passage of time.

In response to Eaton's 2023 collection attempts, Vice “took substantial time from his personal and professional life[.]” CAC ¶ 86. For instance, he visited “his local courthouse to check the records of local state-court actions to confirm whether Eaton[’s] attorneys had filed a state-court action against him[.]” Id. They had not. Additionally, Vice checked his credit reports to ensure that Eaton had not made any negative entries against him. Id. No such entries are alleged.

Vice also mailed several letters to Eaton, “disputing the debt assertions, and demanding proof thereof.” CAC ¶ 86. On or about June 1, 2023, Eaton sent responding letters regarding Trusts 2004-2, 2006-1, and 2006-3. Id. ¶ 87. As of July 20, 2023 (when this action was filed), Vice had not yet received any responding letter regarding Trust 2005-2. Id. ¶ 87 & n.16. Although Eaton's responses contained “documents that it described as proof of the debts that [Vice] allegedly owes to the[ ] Trusts,” “none of these documents” was actually “proof of indebtedness.” Id. ¶ 87. One of Eaton's June 1, 2023 responding letters “contained documents referencing an alleged debtor who is not Mr. Vice, and describing an alleged debt that has never been asserted against him.” Id. ¶ 88.⁴

There is no suggestion in the CAC that Vice was induced to pay any money to Eaton. However, he “constantly worries about the threat of the debts alleged,” and as a result “is unable to fully enjoy his non-working time.” CAC ¶ 92.

2. Victoria Seaman

Plaintiff Victoria Seaman resides in South Dakota. CAC ¶ 24. On or about March 7, 2022, she received four letters from ACI, “demanding payment of money on debts allegedly owed to Trusts 2004-1, 2004-2, 2006-3, and 2007-1,” based on loans originally made by B of A. CAC ¶¶ 93, 96-99. Seaman alleges, on information and belief, that ACI sent those letters “at the direction, express or implied, of Transworld.” Id. ¶ 94. The letters stated that although Seaman had made some payments in the past, she was in default, and owed a total of $65,833.19 to the four Trusts. Id.

Seaman does not deny that she took out student loans from B of A, nor that she was in default on her payments. Rather, she alleges that, when the ACI letters were sent, “Defendants were unable to prove current ownership by the named Trusts of any of the alleged loans.” CAC ¶ 101. She further alleges that any attempt to collect “any potential debt would be barred by the statute of limitations of any applicable state law.” Id. ¶ 102. Seaman, like Vice, does not identify any relevant statute of limitations, the date on which it began to run, the date on which it expired, or the debt (or portion thereof) rendered uncollectable by the passage of time.

In the weeks following her receipt of the letters from ACI, Seaman also “had several phone calls with employees of [ACI], in which [she] disputed [its] right to collect anything from her for the Trusts’ benefit.” CAC ¶ 103. It is unclear whether Seaman or ACI initiated those calls.

Approximately four months later, on or about July 31, 2022, Seaman received an alert that “her credit score had been lowered due to new negative credit report entries made against her by [ACI] asserting that she owned debts to Trust Defendants.” CAC ¶ 104. Seaman alleges, on information and belief, that the “transmission of the negative credit report entries was at the direction of Transworld.” Id. ¶ 105. She promptly filed a complaint about the negative credit report entries with the Consumer Financial Protection Bureau (CFPB), and “demanded their removal[.]” Id. ¶ 110. The negative entries were removed on or about August 4, 2022. Id. That same day, plaintiff received a letter from ACI notifying her that her account was closed and that the firm had “removed [the] tradeline.” Id. ¶ 111.

After approximately one month, however, the collection attempts resumed – this time by Rodenburg. CAC ¶ 112. On or about September 15, 2022, Rodenburg sent Seaman a letter “demanding payment of money on debt allegedly owed to Trust 2007-1.” Id. On September 22, 2022 and February 1, 2023, Rodenburg sent plaintiff two similar letters, as to Trusts 2004-1 and 2004-2. Id. ¶¶ 112, 114, 116. Seaman alleges, on information and belief, that Rodenburg sent those letters “at the direction, express or implied, of Transworld.” Id. ¶ 118. The letters alleged that she owed a total of $41,239.03 on loans originally made by B of A. Id. ¶¶ 112, 114, 116.

In response to each letter, Seaman “mailed Rodenburg a dispute letter by regular mail and filed a complaint with the CFPB disputing Rodenburg's right to collect anything from her for the Trust's benefit.” CAC ¶¶ 113, 115, 117. As of July 20, 2023, Seaman had not received any response from Rodenburg to her dispute letters. Id. ¶ 117 & n.17. Seaman alleges that Rodenburg, like ACI, did not possess proof of the Trusts’ ownership of the debt, and that its collection efforts were time-barred under state law. Id. ¶¶ 121-22.⁵

Seaman “took substantial time from her personal and professional life to respond to (1) the collection letters sent by [ACI], (2) the negative credit report entries transmitted by [ACI], and (3) the collection letters sent by Rodenburg.” CAC ¶ 123. Further, her credit score “dropped by approximately fifteen (15) points,” and, as of the date of the CAC, had not “fully recovered,” thus “permanently harming her ability to obtain credit in the future, including for a planned home purchase.” Id. ¶ 124. Seaman also alleges that she has difficulty sleeping at night and worries about whether and when additional collection attempts will resume. Id. ¶ 125.

C. The Debt Collection Scheme

Plaintiffs allege that the collection attempts described above were carried out as part of a nationwide “conspiracy to defraud” consumers – dating back to at least 2013 – by “collect[ing] on alleged student loan debt that [defendants] do not own or is uncollectable.” CAC ¶¶ 1, 17, 183. Plaintiffs’ allegations regarding the existence of this nationwide scheme are based largely on “an investigation and settlement” between the Attorney General of the State of New York (NYAG) and Transworld; an “investigation and settlement” between the CFPB and Transworld; and an “investigation and settlement” between the CFPB and the Trusts. Id. at 2.

I note, however, that the regulatory proceedings described in plaintiffs’ pleading focused primarily on the state court litigation practices deployed on the Trusts’ behalf by EGS (later Transworld) and certain law firms, including the mass filing of false affidavits. See CAC ¶¶ 7-16, 126-140; In the Matter of Transworld Sys., Inc., Assurance No. 20-061 (N.Y. Att'y Gen. Sept. 11, 2020), available at https://perma.cc/L3RJ-T3M6; In re Transworld Sys., Inc., Admin. Proc. No. 2017-CFPB-0018, 2017 WL 7520640 (Consumer Fin. Prot. Bureau Sept. 18, 2017); Prop. Consent J. (Dkt. 3-1), Consumer Fin. Prot. Bureau v. Nat'l Collegiate Master Student Loan Tr., et al., No. 17-CV-01323-SB (D. Del. Sept. 18, 2017) (hereafter CFPB v. NCMSLT).⁶ Here, neither the named plaintiffs nor the putative class members were ever sued in state court. See CAC ¶¶ 16 n.6, 18, 38. Instead, plaintiffs challenge defendants’ pre-litigation collection practices, such as mailing dunning letters to consumers and reporting their debts to credit bureaus. See id. ¶¶ 1, 18, 67-125.

I further note that there was no settlement between the CFPB and the Trusts. The proposed consent judgment submitted to the court on September 18, 2017 in CFPB v. NCMSLT (which would have required the Trusts to pay at least $19.1 million for attempting to collect student loan debt they could not prove they were owed) never went into effect. See Consumer Fin. Prot. Bureau v. Nat'l Collegiate Master Student Tr., 2020 WL 2915759, at *6 (D. Del. May 31, 2020) (holding that the law firm that negotiated and executed the 2017 proposed judgment lacked authority to do so). Although the parties to that action later negotiated a more modest consent judgment, it did not go into effect either. The enforcement action was recently terminated, in its entirety, without securing any relief for the challenged conduct.⁷

In the case at bar, plaintiffs allege that defendants’ pre-litigation collection practices are fraudulent for two primary reasons. First, they say, “by mailing the collection letters” described in the CAC, and by credit-reporting plaintiff Seaman, defendants “represented, expressly or by implication, that they possessed proof of indebtedness,” CAC ¶¶ 83, 100, 107, when in actuality they “did not possess such proof,” id. ¶¶ 84, 101, 108, 121, due to the Trusts’ “fail[ure] to keep track of the thousands of loans and investment stakes” during the securitization process (from 2001 to 2007). Id. ¶ 10.⁸ Second, plaintiffs allege (albeit in entirely conclusory terms) that collection of some of the debts described in the letters and reported to the credit bureaus was “barred by the statute of limitations of applicable state law.” Id. ¶¶ 85, 102, 109, 122; see also id. ¶ 49 (alleging that the debts owed to the Trusts are “often” so old that, “even if real,” they “cannot be lawfully collected upon.”).

In sum, plaintiffs allege, all defendants committed mail fraud, wire fraud, and bank fraud (as part of a pattern of racketeering activity in violation of RICO) by sending out collection letters with respect to debts that were not “provable or collectable under the law,” CAC ¶ 186(a)-(g), and violated GBL § 349 because these acts and practices were “deceptive, misleading, and fraudulent.” Id. ¶ 161. Plaintiffs further allege that certain defendants violated the FDCPA (and the Rosenthal Act) by initiating debt collections “without the intent or ability to prove the claims of indebtedness, if contested,” id. ¶¶ 153(a), 170(a), and are liable to plaintiffs for unjust enrichment because, by engaging in the alleged conduct, they earned “fees for themselves.” Id. ¶ 173.

D. The Complaint and the Motions to Dismiss

Plaintiffs filed this action on July 20, 2023, invoking this Court's federal question jurisdiction under 28 U.S.C. §§ 1331 and 1337, 15 U.S.C. § 1692k(d) (FDCPA) and 18 U.S.C. §§ 1964 & 1965 (RICO). CAC ¶ 20. Plaintiffs allege that, in carrying out the fraudulent scheme described above, all defendants violated RICO and GBL § 349 (Counts II and V); all defendants except for the Trusts and PHEAA violated FDCPA and were unjustly enriched (Counts I and IV); and two defendants – Transworld and EGS – violated California's Rosenthal Act (Count III), which largely tracks FDCPA. Id. ¶¶ 141-200.⁹

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In support of their motions to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b)(1), (b)(2), (b)(3), and (b)(6), defendants filed a total of seven memoranda of law. See PHEAA Mem. (Dkt. 61-1); Trusts Mem. (Dkt. 63); ACI Mem. (Dkt. 65); EGS Mem. (Dkt. 67); Transworld Mem. (Dkt. 68); Eaton Mem. (Dkt. 71); Rodenburg Mem. (Dkt. 74.) Additionally, Eaton and Rodenburg filed attorney declarations from Gregory Eaton and Amanda Lee, respectively. See Eaton Decl. (Dkt. 70); Lee Decl. (Dkt. 73.) Defendants served then motions papers on or about February 16, 2024. However, pursuant to the district judge's “bundling” rule (see Dkt. 56), they were not filed on the docket until May 10, 2024, after all briefing was complete.

Each defendant moves to dismiss all claims against it pursuant to Rule 12(b)(3), for improper venue, and Rule 12(b)(6), for failure to state a claim upon which relief can be granted. See PHEAA Mem. at 2-3, 8-24; Trusts Mem. at 5-7, 12-25; ACI Mem. at 4-10, 11-21; EGS Mem. at 1-3 (and incorporating Transworld's arguments by reference): Transworld Mem. at 6-21; Eaton Mem. at 12-24; Rodenburg Mem. at 6-22. The Trust Defendants, PHEAA, Eaton, and Rodenburg also move to dismiss for lack of personal jurisdiction pursuant to Fed. R. Civ. P. 12(b)(2). See PHEAA Mem. at 5-8; Trusts Mem. at 7-10; Eaton Mem. at 7-12; Rodenburg Mem. at 4-6. Finally. the Trust Defendants, PHEAA, ACI, and Rodenburg move to dismiss certain claims for lack of Art. III standing pursuant to Rule 12(b)(1). See Trusts Mem. at 11-12; PHEAA Mem. at 2 n.2 (incorporating the Trusts’ argument by reference); ACI Mem. at 10-11; Rodenburg Mem. at 8-10.

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There is significant overlap in the arguments raised by each defendant. The Trusts, PHEAA, Eaton, and Rodenburg all argue that this Court cannot assert either general or specific personal jurisdiction over them because they are not “at home” in New York, and, to the extent they conduct any business in New York, plaintiffs’ claims do not arise from those business activities. See PHEAA Mem. at 5-8; Trusts Mem. at 7-10; Eaton Mem. at 7-12; Rodenburg Mem. at 4-6. All defendants argue that venue is improper in this District because plaintiffs have failed to show that a “substantial part” of the events giving rise to then claims occurred here. See PHEAA Mem. at 2 n.2; Trusts Mem. at 5-7; ACI Mem. at 4-5; EGS Mem. at 3; Transworld Mem. at 6; Eaton Mem. at 4-5; Rodenburg Mem. at 6-7.

The Trust Defendants, PHEAA, and ACI argue that plaintiff Seaman lacks Article III standing to bring any claims arising from her allegations regarding negative credit reporting, because she fails to explain how the negative credit reporting impacted her after the tradelines were removed from her file, and because she does not allege that her credit report was communicated to any third party. See PHEAA Mem. at 2 n.2; Trusts Mem. at 11-12; ACI Mem. at 10-11. Similarly, Rodenburg argues that neither plaintiff has Article III standing to bring an FDCPA claim against it because neither has alleged any injury-in-fact resulting from Rodenburg's communications. Rodenburg Mem. at 8-10.

Finally, each defendant challenges the CAC for failure to state a claim pursuant to Fed. R. Civ. P. 12(b)(6). See PHEAA Mem. at 8-24; Trusts Mem. at 12-25; ACI Mem. at 11-21; EGS Mem. at 1-3; Transworld Mem. at 6-21; Eaton Mem. at 14-24; Rodenburg Mem. at 6-22. With respect to plaintiffs’ civil RICO claims, defendants challenge the adequacy of the pleadings on virtually every statutory element, including the existence of an enterprise, predicate racketeering acts, fraudulent intent, causation, conspiratorial agreement, injury to business and property, and timeliness. See PHEAA Mem. at 8-20; Trusts Mem. at 15-25; ACI Mem. at 15-21; EGS Mem. at 2-3; Transworld Mem. at 15-21; Eaton Mem. at 20-25; Rodenburg Mem. at 16-22.

On April 12, 2024, plaintiffs served an omnibus memorandum (Pl. Opp.) (Dkt. 75) in opposition to defendants’ motions to dismiss. As to personal jurisdiction, plaintiffs do not seriously argue that the Trusts, PHEAA, Eaton, and Rodenburg are subject to this Court's general jurisdiction. Instead, they contend the Trusts and PHEAA are subject to specific jurisdiction here, pursuant to N.Y.C.P.L.R. (CPLR) § 302(a)(1), because they transact business within New York – the Trusts by filing debt collection lawsuits against (non-party) New York debtors in “local courts,” and PHEAA by collecting the Trusts’ debts, “some of which are in New York.” Pl. Opp. at 46. Plaintiffs further argue that the Trusts, PHEAA, Eaton, and Rodenburg are collectively subject to personal jurisdiction in New York under agency and conspiracy theories Id. at 47. Finally, plaintiffs argue that because they have plausibly pleaded both a substantive RICO claim under 18 U.S.C. § 1962(c) and a RICO conspiracy claim under § 1962(d), see id. at 17-36, this Court may exercise personal jurisdiction over all of the alleged RICO conspirators. Id. at 47.

As to venue, plaintiffs assert that the “key facts of fraud” are “inherently and irrevocably tied to New York City” because – if the case proceeds to trial – defendants will likely rely on documents “created at the time of the Wall Street securitization process that created the Trusts,” and expert testimony from a “Wall Street-based securities professional.” Pl. Opp. at 45. They further argue that that “the securitization of student loans in New York ․ was a substantial part of the events giving rise to [plaintiffs’] claims,” id. at 49, and that if the case cannot be brought in the Southern District of New York, “there would likely [be] ‘no district in which [this] action may otherwise be brought.” Id. Lastly, plaintiffs contend that the interests of convenience weigh in favor of retaining the case in this district. Id.

On May 10, 2024, defendants served and filed their reply memoranda in further support of their motions to dismiss. PHEAA Reply (Dkt. 76); Trusts Reply (Dkt. 77); ACI Reply (Dkt. 78); EGS Reply (Dkt. 79); Transworld Reply (Dkt. 80); Rodenburg Reply (Dkt. 81); Eaton Reply (Dkt. 82). Again, there is substantial overlap in the arguments made by each defendant, which generally either reiterate or supplement the arguments raised in their opening briefs. Additionally, the Trusts and Eaton argue that plaintiffs could have brought their claims where they reside. Trusts Mem. at 3; Eaton Mem. at 4.

II. LEGAL STANDARDS

A. Order of Analysis

While “jurisdictional questions ordinarily must precede merits determinations in dispositional order,” Sinochem Int'l Co. v. Malaysia Int'l Shipping Corp., 549 U.S. 422, 431 (2007), “there is no mandatory ‘sequencing of jurisdictional issues.’ ” Id. (quoting Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 575, 584 (1999)). Consequently, while this Court may not reach defendants’ Rule 12(b)(6) motions without first considering the non-merits “threshold issues” raised by their Rule 12(b)(1), Rule 12(b)(2), and Rule 12(b)(3) motions, it is free to approach those threshold issues in whatever order is likely to be the most efficient. See Sinochem, 549 U.S. at 436 (observing that if the court “can readily determine that it lacks jurisdiction over the cause or the defendant, the proper course would be to dismiss on that ground,” but that where jurisdiction was “difficult to determine,” it was appropriate for the court to “take[ ] the less burdensome course” by dismissing on forum non conveniens grounds); Luxexpress 2016 Corp. v. Gov't of Ukraine, 2018 WL 1626143, at *3 (S.D.N.Y. Mar. 30, 2018) (“For example, a district court may decide a ‘challenge to venue before addressing the challenge to subject-matter jurisdiction’ in the interests of adjudicative efficiency.”) (quoting Brodt v. Cty. of Harford, 10 F. Supp. 3d 198, 200 (D.D.C. 2014)).

In this case, for reasons that will become apparent below, it is most efficient for the Court to begin with personal jurisdiction – which in turn requires an analysis of plaintiffs’ RICO claims – and then proceed to consider venue.

B. Rule 12(b)(2)

Faced with a motion to dismiss for lack of personal jurisdiction under Fed. R. Civ. P. 12(b)(2), plaintiffs must demonstrate that the Court may exercise personal jurisdiction over each defendant. Troma Ent., Inc. v. Centennial Pictures Inc., 729 F.3d 215, 217 (2d Cir. 2013); Penguin Grp. (USA) Inc. v. Am. Buddha, 609 F.3d 30, 34 (2d Cir. 2010). The required showing is governed by a “sliding scale” that “varies depending on the procedural posture of the litigation.” Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A., 722 F.3d 81, 84 (2d Cir. 2013) (quoting Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990)). Where, as here, the motion is made prior to discovery, a plaintiff need only make a prima facie showing of jurisdiction, which may be established “solely by allegations.” Ball, 902 F.2d at 197.

At this stage, the court must construe the pleadings in the light most favorable to the plaintiffs. Dorchester Fin. Sec., 722 F.3d at 85; see also Landau v. New Horizon Partners, Inc., 2003 WL 22097989, at *3 (S.D.N.Y. Sept. 8, 2003) (while plaintiff “eventually will have to establish jurisdiction by a preponderance of the evidence,” “at this stage, prior to discovery, the Court must ‘credit a plaintiff's averments of jurisdictional facts as true’ ”) (quoting In re Magnetic Audiotape, 334 F.3d 204, 206 (2d Cir. 2003)). However, the court is not required to “draw ‘argumentative inferences’ in the plaintiff's favor[.]” Mende v. Milestone Tech., Inc., 269 F. Supp. 2d 246, 251 (S.D.N.Y. 2003) (quoting Robinson v. Overseas Military Sales Corp., 21 F.3d 502, 507 (2d Cir. 1994)). Nor must it “accept as true a legal conclusion couched as a factual allegation.” Jazini v. Nissan Motor Co., Ltd., 148 F.3d 181, 185 (2d Cir. 1998) (plaintiffs may not rely on conclusory statements that “lack the factual specificity necessary to confer jurisdiction.”) (citation omitted); accord Chirag v. MT Marida Marguerite Schiffahrts, 604 F. App'x 16, 19 (2d Cir. 2015) (summary order) (“A prima facie case requires non-conclusory fact-specific allegations or evidence showing that activity that constitutes the basis of jurisdiction has taken place.”).

The court may also consider evidentiary materials, including declarations submitted by the moving defendants. See Dorchester Fin. Sec., 722 F.3d at 86 (district court did not err in “considering materials outside the pleadings,” and was not required to convert the Rule 12(b)(2) motion into one for summary judgment); Palladino v. JPMorgan Chase & Co., 761 F. Supp. 3d 521, 531 (E.D.N.Y. 2024) (“In resolving a motion to dismiss for lack of personal jurisdiction pursuant to Rule 12(b)(2), a district court may consider materials outside the pleadings.”), reconsideration denied, 2025 WL 1371786 (E.D.N.Y. May 12, 2025). However, prior to discovery, the court may not rely on that evidence to contradict plaintiffs’ non-conclusory, fact-specific allegations. HomeoPet LLC v. Speed Lab'y, Inc., 2014 WL 2600136, at *7 (E.D.N.Y. June 11, 2014).

“A plaintiff must carry his burden with respect to each defendant individually.” Berdeaux v. OneCoin Ltd., 561 F. Supp. 3d 379, 396 (S.D.N.Y. 2021); see also In re Aegean Marine Petroleum Network, Inc. Sec. Litig., 529 F. Supp. 3d 111, 135 (S.D.N.Y. 2021) (“[G]roup pleading is not permitted. Instead, the plaintiff is required to establish personal jurisdiction separately over each defendant.”). Similarly, if the plaintiff relies on specific jurisdiction, it must demonstrate that specific jurisdiction exists as to “each claim asserted.” Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 24 (2d Cir. 2004); see also Ainbinder v. Potter, 282 F. Supp. 2d 180, 184 (S.D.N.Y. 2003) (“Because this is a matter of specific jurisdiction, each cause of action must be analyzed separately.”).

Motions to dismiss for lack of personal jurisdiction require a two-part analysis. The court must first determine whether there is a statutory basis for exercising either general or specific personal jurisdiction over the moving defendant, and – if so – must then decide “whether the exercise of personal jurisdiction ․ comports with the Due Process Clause of the United States Constitution.” Sonera Holding B.V. v. Çukurova Holding A.Ş., 750 F.3d 221, 224 (2d Cir. 2014). In the first part of the analysis, the court “applies the forum state's personal jurisdiction rules,” unless a federal statute “specifically provide[s] for national service of process.” PDK Labs, Inc. v. Friedlander, 103 F.3d 1105, 1108 (2d Cir. 1997). In the second part, the court asks whether “the defendant has certain minimum contacts with [the State] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.” Daimler AG v. Bauman, 571 U.S. 117, 126 (2014) (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 923 (2011)) (alteration in original) (internal quotations omitted).

C. Rule 12(b)(3)

Faced with a motion to dismiss for improper venue under Fed. R. Civ. P. 12(b)(3), the plaintiff bears the burden of establishing that venue is proper. Gulf Ins. Co. v. Glasbrenner, 417 F.3d 353, 355 (2d Cir. 2005); Square One Choices Inc. v. Ditec Sols. LLC, 2023 WL 5277869, at *4 (S.D.N.Y. Aug. 16, 2023) (Gardephe, J.); Person v. Google Inc., 456 F. Supp. 2d 488, 493 (S.D.N.Y. 2006). “In considering such a motion, ‘[t]he Court must take all allegations in the complaint as true, unless contradicted by the defendants’ affidavits.’ ” Square One Choices, 2023 WL 5277869, at *4 (quoting Rankel v. Kabateck, 2013 WL 7161687, at *2 (S.D.N.Y. Dec. 9, 2013)) (internal quotations omitted); accord U.S. E.P.A. ex rel. McKeown v. Port Authority of N.Y. & N.J., 162 F. Supp. 2d 173, 183 (S.D.N.Y. 2001). Where, as here, the court is not asked to conduct an evidentiary hearing on the motion, the plaintiff need only make a prima facie showing of venue. Gulf Ins. Co., 417 F.3d at 355; Rankel, 2013 WL 7161687, at *2.

The applicable venue statute, 28 U.S.C. § 1391 provides, in relevant part, that a civil action may be brought in:

(2) a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated; or

(3) if there is no district in which an action may otherwise be brought as provided in this section, any judicial district in which any defendant is subject to the court's personal jurisdiction with respect to such action.

28 U.S.C. § 1391(b)(2)-(3).¹⁰

“When the claims involve multiple different parties, ․ venue must be proper ․ as to each party, and [t]he fact that a claim for some of the plaintiffs or against some of the defendants arose in a particular district does not make that district a proper venue for parties as to whom the claim arose somewhere else.’ ” Stone #1 v. Annucci, 2021 WL 4463033, at *13 (S.D.N.Y. Sept. 28, 2021) (internal quotations and citation omitted). Similarly, where there are multiple claims, venue must be proper with respect to each cause of action asserted. Basile v. Walt Disney Co., 717 F. Supp. 2d 381, 386 (S.D.N.Y. 2010); Cartier v. Micha, Inc., 2007 WL 1187188, at *2 (S.D.N.Y. Apr. 20, 2007). However, “a common factual basis between a claim where venue is proper and one where venue is improper may defeat dismissal of a claim for improper venue.” Cartier, 2007 WL 1187188, at *2; accord McKeown, 162 F. Supp. 2d at 183.

III. DISCUSSION

A. Personal Jurisdiction

The Trust Defendants, PHEAA, Eaton, and Rodenburg are all “non-domiciliaries” of New York, and consequently are not subject to the general jurisdiction of this Court. Plaintiffs argue that this Court may nonetheless exercise specific personal jurisdiction over them pursuant to CPLR § 302(a)(1). See Pl. Opp. at 45-47. In the alternative, plaintiffs argue that these defendants come within RICO's “nationwide personal jurisdiction” statute, 18 U.S.C. § 1965(b). See Pl. Opp. at 47-48. I disagree on both points.

1. Specific Jurisdiction

a. Defendants’ Individual Business Contacts

New York's long-arm statute provides, in relevant part, that a non-domiciliary that “transacts any business within the state” is subject to personal jurisdiction in New York, so long as the cause of action “aris[es] from” the business transacted within the state. CPLR § 302(a)(1). “To determine the existence of jurisdiction under section 302(a)(1), a court must decide (1) whether the defendant transacts any business in New York and, if so, (2) whether the cause of action arises from such a business transaction.” Best Van Lines, Inc. v. Walker, 490 F.3d 239, 246 (2d Cir. 2007) (internal quotations and citation omitted).

A defendant “transacts business” within New York when it “purposefully avails itself of the privilege of conducting activities with New York.” Ehrenfeld v. Bin Mahfouz, 9 N.Y.3d 501, 508, 851 N.Y.S.2d 381, 385 (2007) (internal citations and alteration omitted). Purposeful availment is the “overriding criterion” necessary to establish the “transaction of business” prong of § 302(a)(1), and requires more than “random, fortuitous, or attenuated contacts[.]” Capitol Records, LLC v. VideoEgg, Inc., 611 F. Supp. 2d 349, 357-58 (S.D.N.Y. 2009) (quoting, inter alia, Ehrenfeld, 9 N.Y.3d at 508, 851 N.Y.S. 2d at 385, and Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). “Purposeful activities are those with which a defendant, through volitional acts, ‘avails itself of the privilege of conducting activities within [New York], thus invoking the benefits and protections of its laws[.]’ ” Id. (quoting Fischbarg v. Doucet, 9 N.Y.3d 375, 380, 849 N.Y.S.2d 501, 505 (2007)).

A claim “arises from” a particular business transaction when “there is a substantial relationship between the transaction and the claim asserted[.]” Sole Resort, S.A. de C.V. v. Allure Resorts Mgmt., LLC, 450 F.3d 100, 103 (2d Cir. 2006) (quoting McGowan v. Smith, 52 N.Y.2d 268, 272, 437 N.Y.S.2d 643, 645 (1981)); see also Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460, 467, 527 N.Y.S.2d 195, 198-99 (1988) (noting that a single business transaction in New York may be “sufficient to invoke jurisdiction ․ so long as the defendant's activities here were purposeful and there is a substantial relationship between the transaction and the claim asserted.”). Thus, for specific jurisdiction to lie, a plaintiff must plead facts sufficient to show a “substantial relationship” between each claim brought by that plaintiff and each defendant's transaction of business in New York. Sunward Elecs., 362 F.3d at 24; Ainbinder, 282 F. Supp. 2d at 184. Further, as noted above, the plaintiff must do this for each moving defendant individually, without reliance on “group pleading.” Berdeaux, 561 F. Supp. 3d at 396; In re Aegean Marine Petroleum Network, Inc. Sec. Litig., 529 F. Supp. 3d at 135.

As to the Trust Defendants (all of which are organized in Delaware, and none of which has any employees, see CAC ¶¶ 3, 25-30, 51), plaintiffs allege in general terms that they “do[ ] business in New York,” id. ¶ 25-30, but fail to support this conclusion with any facts regarding the type, scope, or frequency of the Trusts’ business activities in New York. Only in their opposition brief do plaintiffs attempt to identify the Trusts’ contacts with New York. First, they say, the Trusts “purposefully directed activities in [sic] New York” by “suing individuals in local courts.” Opp. at 46.¹¹ Second, plaintiffs contend, the Trusts do business in New York by contracting with PHEAA to collect the Trusts’ debts, “some of which are in New York, as evidenced by the fact that collection is transferred to [Transworld] (a licensed New York debt collector) when PHEAA's efforts are unsuccessful.” Id.¹²

If adequately pleaded, the allegation that the Trusts brought state court collection actions in New York could support the “transacts business” prong of CPLR § 302(a)(1). See, e.g., Yehuda v. Zuchaer, 2022 WL 2209372, at *3 (S.D.N.Y. June 21, 2022) (Zuchaer's initiation of a prior lawsuit in New York “may be sufficient to satisfy the first element of long-arm jurisdiction”), aff'd, 2023 WL 8888584 (2d Cir. Dec. 26, 2023); TTO Drilling Co. v. Hopkinson, 2014 WL 5314770, at *2 (S.D.N.Y. Oct. 17, 2014) (“Hopkinson ‘transacted business’ in New York by starting and conducting the 2010 action in the Southern District of New York[.]”).

However, the present action clearly does not “arise from” the Trusts’ state-court collection lawsuits, as required to support the exercise of specific personal jurisdiction under CPLR § 302(a)(1). To the contrary: plaintiffs take pains to explain that neither they nor any other putative class members were sued in any state court debt collection proceeding (in New York or elsewhere). CAC ¶¶ 16 n.6, 18, 38. There is thus no “substantial relationship,” Sole Resort, 450 F.3d at 103, between plaintiffs’ present claims and the Trusts’ prior debt collection lawsuits against nonparties. See Yehuda, 2022 WL 2209372, at *3-5 (there was no “substantial relationship” between the present action and a prior New York lawsuit brought by defendant against a non-party); V&A Collection, LLC v. Guzzini Props., Ltd., 2021 WL 982461, at *6 (S.D.N.Y. Mar. 15, 2021) (the fact that defendant brought a prior action in New York against a nonparty regarding title to one artwork “is not a sufficient basis for this Court to exercise personal jurisdiction over Defendant in a separate dispute regarding [another artwork],” even though defendant purchased both works in a single integrated transaction), aff'd, 46 F.4th 127 (2d Cir. 2022); cf. TTO Drilling Co., 2014 WL 5314770, at *3 (TTO's suit against Hopkinton “arose out of” Hopkinton's prior lawsuit against TTO in the same district, because without the prior lawsuit, which “caused the acceleration of payments,” TTO would not have been able to bring its present claim on the same note).

Likewise, plaintiffs’ assertion that the Trusts “contract[ed] with PHEAA to collect [their] debts, some of which are in New York,” Pl. Opp. at 46, is far too attenuated to establish specific jurisdiction over the Trusts. See Capitol Records, LLC, 611 F. Supp. 2d at 358 (purposeful availment requires more than “attenuated contacts”). Tellingly, plaintiffs support this branch of their argument by citing Eades v. Kennedy, PC Law Offs., 799 F.3d 161 (2d Cir. 2015), which held that personal jurisdiction was proper over a nondomiciliary law firm that reached into New York itself (by mail, by telephone, and by serving a summons) to attempt to collect debts directly from the plaintiffs, who were New York residents. Id. at 167-69. Here, by contrast, neither plaintiff resides in New York or was subject to debt collection activities here. Consequently, even if the CAC clearly alleged that the Trusts contracted with other parties to collect other debts, from other consumers, in New York, this theory would be insufficient to confer personal jurisdiction over the Trusts in a case arising from collection efforts aimed at plaintiffs in Louisiana and South Dakota. See Vasquez v. Hong Kong & Shanghai Banking Corp., Ltd., 477 F. Supp. 3d 241, 256 (S.D.N.Y. 2020) (dismissing for lack of personal jurisdiction where defendant's transactions in New York involved members of the putative class but not the named plaintiffs, who “therefore cannot rely on them to support jurisdiction over HSBC Hong Kong in the case they have brought”); Beach v. Citigroup Alternative Invs. LLC, 2014 WL 904650, at *6 (S.D.N.Y. Mar. 7, 2014) (“In an action brought as a class action, personal jurisdiction is based on a defendant's contacts with the forum state and actions giving rise to the named plaintiffs’ causes of action ․ Contacts with unnamed class members may not be used as a jurisdictional basis, especially before a class has been certified.”) (citations omitted).

As to defendant PHEAA (a Pennsylvania corporation headquartered in Pennsylvania), plaintiffs allege only that it “does business throughout the country, including in New York.” CAC ¶ 37. This conclusory assertion – unsupported by any specific factual allegations regarding the nature, frequency, or scope of PHEAA's alleged New York activities – is insufficient even to establish the first prong required for long-arm jurisdiction under CPLR § 302(a)(1). See, e.g., Creative Photographers, Inc. v. Grupo Televisa, S.A.B., 763 F. Supp. 3d 618, 632 (S.D.N.Y. 2025) (conclusory statement that defendant “transacted business” in New York is “insufficient to establish personal jurisdiction.”) (citations omitted). Even if the CAC clearly alleged that PHEAA sometimes collects debts in New York, see Pl. Opp. at 46, these allegations would be insufficient to support the exercise of specific jurisdiction over it for purposes of the claims asserted by plaintiffs Vice and Seaman, who were contacted (by Network Firms, not by PHEAA) in Louisiana and South Dakota, respectively. Vasquez, 477 F. Supp. 3d at 256; Beach, 2014 WL 904650, at *6.

As to defendants Eaton and Rodenberg, plaintiffs do not even argue that they transact business in New York within the meaning of CPLR § 302(a)(1). See CAC ¶ 33 (Eaton is a Louisiana-based law firm that “does business in Louisiana”); id. ¶ 34 (Rodenberg is a law firm in Fargo, North Dakota, that “does business in North Dakota, Minnesota, Montana, South Dakota and Wyoming”).¹³ Consequently, CPLR § 302(a)(1) provides no basis for this Court to exercise personal jurisdiction over Eaton or Rodenburg. See Bissonnette v. Podlaski, 138 F. Supp. 3d 616, 624 (S.D.N.Y. 2015) (“[N]o court has extended § 302(a)(1) to reach a nondomiciliary who never entered New York, who was solicited outside of New York to perform services outside of New York, [and] who performed outside of New York such services as were performed[.]”) (quoting Mayes v. Leipziger, 674 F.2d 178, 184-85 (2d Cir. 1982)).

b. Agency and Conspiracy Jurisdiction

Unable to establish personal jurisdiction over the Trust Defendants, PHEAA, Eaton, and Rodenburg based on their own acts, plaintiffs argue that the Trusts and PHEAA are “subject to jurisdiction under an agency theory, having contracted with [Transworld] (and so ACI) to collect debts in New York.” Pl. Opp. at 47.¹⁴ Plaintiffs are correct that “jurisdiction under Section 302(a) may be based on the acts of an agent where ‘the alleged agent acted in New York for the benefit of, with the knowledge and consent of, and under some control by, the nonresident principal.’ ” Bayshore Cap. Advisors, LLC v. Creative Wealth Media Fin. Corp., 667 F. Supp. 3d 83, 143-44 (S.D.N.Y. 2023) (quoting Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68, 85 (2d Cir. 2018)). “Courts have found these elements satisfied in circumstances where, for example, the nonresident defendant shared decision-making authority or where the nonresident defendant played an active role in directing the intermediary's activities relating to the specific in-forum transactions at issue.” Id. (emphasis added); see also Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 169 (2d Cir. 2010) (Ubaldelli was subject to personal jurisdiction in forum because he “shared in the profits” from the in-forum sales of infringing handbags by Queen Bee, “had joint access to the Queen Bee bank account, used Queen Bee revenue to pay his Beverly Hills rent, and shared in the decision-making and execution of the purchase and sale of handbags,” such that “Queen Bee's activities in the State of New York may be imputed to Ubaldelli[.]”).

Here, plaintiffs assert only that the Trusts (non-domiciliaries) contracted with PHEAA (another non-domiciliary), and then with Transworld (yet another non-domiciliary) to collect debts from unidentified consumers, including some in New York. Significantly, plaintiffs do not allege that either the Trusts or PHEAA contracted with ACI (the sole domiciliary defendant), much less that either the Trusts or PHEAA “played an active role in directing [ACI's] activities relating to the specific in-forum transactions at issue,” as required by Bayshore Cap. Advisors, 667 F. Supp. 3d at 144. To the contrary: plaintiffs expressly allege that Transworld coordinated the Network Firms (which were “not permitted” to contact the Trusts directly), see CAC ¶¶ 59, 61, 63-64, 67-69, and that it did so from Georgia. Id. ¶ 187(a). Moreover, as to plaintiff Vice – who received the challenged dunning letters only in Louisiana, and only from a Louisiana law firm, see id. ¶¶ 23, 33 – there are no “in forum transactions at issue.” Plaintiffs have therefore failed to plausibly allege that the Trusts or PHEAA are subject to this Court's jurisdiction under an agency theory.

Their conspiracy theory fares no better. It is true that, for jurisdictional purposes, “ ‘a co-conspirator can be an agent’ in certain circumstances.” Bayshore Cap. Advisors, 667 F. Supp. 3d at 145 (quoting Small v. Lorillard Tobacco Co., 252 A.D.2d 1, 679 N.Y.S.2d 593, 605 (1st Dep't 1998), aff'd on other grounds, 94 N.Y.2d 43, 698 N.Y.S.2d 615 (1999)). However, to successfully plead a conspiracy theory of personal jurisdiction, the plaintiff must plausibly allege that the non-domiciliary defendant participated in a conspiracy and that “a co-conspirator's overt acts in furtherance of the conspiracy had sufficient contacts with a [forum] to subject that co-conspirator to jurisdiction in that [forum].” Id. (alterations in original) (quoting Schwab Short-Term Bond Mkt. Fund v. Lloyds Banking Grp. PLC, 22 F.4th 103, 122 (2d Cir. 2021)). If that threshold showing is made, courts consider whether “(1) the out-of-state co-conspirator had an awareness of the effects of the activity in New York, (2) the New York co-conspirators’ activity was for the benefit of the out-of-state conspirators, and (3) that the co-conspirators in New York acted at the behest of or on behalf of, or under the control of the out-of-state conspirators.” Id. (quoting Black v. Dain, 2016 WL 11794335, at *3 (E.D.N.Y. Dec. 29, 2016)).

Here, plaintiffs argue that the Trusts, PHEAA, Eaton, and Rodenberg have all “subjected themselves to jurisdiction in New York” through Transworld's “collections in New York.” Pl. Opp. at 47. But they do not identify any actual collections by Transworld “in New York.” Nor, for that matter, do they identify anything that Transworld did in New York that resulted in harm to them.¹⁵ As to Eaton and Rodenberg, plaintiffs’ conspiracy theory of jurisdiction fails for the additional reason that – according to the CAC – they were acting at the behest and for the benefit of Transworld, not the other way around. See CAC ¶¶ 81, 89, 94, 105, 118 (alleging that all of the Network Firms’ collection activity was done “at the direction” of Transworld).

2. Nationwide RICO Jurisdiction

Plaintiffs’ fifth cause of action alleges civil RICO claims pursuant to 18 U.S.C. §§ 1962(c) and (d). Plaintiffs argue that because this Court has personal jurisdiction over at least three defendants – ACI, which is domiciled in New York, and Transworld and EGS, which are domiciled elsewhere but do not contest jurisdiction – it may exercise personal jurisdiction over all remaining defendants under RICO's “nationwide personal jurisdiction” provision. Pl. Opp. at 47-48. The statute provides:

In any [civil RICO] action ․ in any district court of the United States in which it is shown that the ends of justice require that other parties residing in any other district be brought before the court, the court may cause such parties to be summoned, and process for that purpose may be served in any judicial district of the United States by the marshal thereof.

18 U.S.C. § 1965(b). Thus, once personal jurisdiction is established through traditional means over at least one defendant, § 1965(b) “authorizes the court's assertion of nationwide personal jurisdiction over other parties, including co-defendants and third-party defendants, where the ‘ends of justice’ so require.” Bayshore Cap. Advisors, 667 F. Supp. 3d at 118 (quoting Hitachi Data Sys. Credit Corp. v. Precision Discovery, Inc., 331 F. Supp. 3d 130, 145 (S.D.N.Y. 2018)).

In our Circuit, courts have interpreted the phrase “the ends of justice” to permit the exercise of nationwide personal jurisdiction if plaintiffs have stated a viable RICO claim, 7 W. 57th St. Realty Co., LLC v. Citigroup, Inc., 2015 WL 1514539, at *7 & n. 2 (S.D.N.Y. Mar. 31, 2015) (collecting cases), aff'd, 771 F. App'x 498 (2d Cir. 2019), and if that viable claim otherwise “could not be tried in one civil action.’ ” Bayshore Cap. Advisors, LLC, 667 F. Supp. 3d at 118; see also PT United Can Co. Ltd. v. Crown Cork & Seal Co., Inc., 138 F.3d 65, 71 n.5 (2d Cir. 1998) (noting with approval the district court's finding that “the ends of justice” refers to “a case in which there is no district with personal jurisdiction over all defendants.”). Thus, in order to determine whether plaintiffs can invoke § 1965(b), the Court must determine whether they have pleaded a viable RICO claim against any defendant. See Casio Computer Co. v. Sayo, 2000 WL 1877516, at *26 (S.D.N.Y. Oct. 13, 2000) (where the flaws in plaintiff's RICO claim are “fatal,” the “ ‘ends of justice’ do not mandate the exercise of national jurisdiction over defendants[.]”).

a. RICO Elements

“To state a RICO claim, a plaintiff must plead ‘(1) conduct, (2) of an enterprise, (3) through a pattern (4) of racketeering activity.’ ” Anatian v. Coutts Bank (Switzerland) Ltd., 193 F.3d 85, 88 (2d Cir. 1999) (quoting Sedima, S.P.R.L. v. Imrex Co., 473 U.S. 479, 496 (1985)); accord DeFalco v. Bernas, 244 F.3d 286, 306 (2d Cir. 2001). “Racketeering activity” is broadly defined in 18 U.S.C. § 1961(1) to include a variety of state and federal criminal offenses, including the three relied on by plaintiffs herein: mail fraud, in violation of 18 U.S.C. § 1341; wire fraud, in violation of 18 U.S.C. § 1343; and bank fraud, in violation of 18 U.S.C. § 1344. To establish a “pattern” of racketeering activity, a plaintiff “must plead at least two predicate acts ․ and must show that the predicate acts are related and that they amount to, or pose a threat of, continuing criminal activity[.]” GICC Cap. Corp. v. Tech. Fin. Grp., Inc., 67 F.3d 463, 465 (2d Cir. 1995). Where, as here, the predicate acts sound in fraud, they are subject to the heightened pleading requirements of Fed. R. Civ. P. 9(b). First Cap. Asset Mgmt., Inc. v. Satinwood, Inc., 385 F.3d 159, 178-79 (2d Cir. 2004); Anatian, 193 F.3d at 88.

“In addition, a plaintiff must plead injury to business or property as a result of the RICO violation.” Anatian, 193 F.3d at 88; see also Toohey v. Portfolio Recovery Assocs., LLC, 2016 WL 4473016, at *10 (S.D.N.Y. Aug. 22, 2016) (“Unlike an FDCPA claim, a RICO claim requires a plaintiff to plead ‘injury to business or property by reason of’ the alleged predicate acts of fraud at issue here.”) (quoting 18 U.S.C. § 1964(c)). The language used in the statute (“by reason of”) requires a plaintiff to “show that a RICO predicate offense ‘not only was a “but for” cause of his injury, but was the proximate cause as well.’ ” Hemi Grp., LLC v. City of New York, 559 U.S. 1, 9 (2010) (quoting Holmes v. Sec. Inv'r Prot. Corp., 503 U.S. 258, 268 (1992)).

Plaintiffs may not rely on “group pleading” to plausibly allege the elements of a RICO claim. Rather, they must “adequately plead each element of a substantive RICO claim for each defendant.” Kumaran v. Nat'l Futures Ass'n, LLC, 2022 WL 1805936, at *6 (S.D.N.Y. June 2, 2022); see also DeFalco, 244 F.3d at 306 (“The requirements of section 1962(c) must be established as to each individual defendant.”).

The statute of limitations for a civil RICO claim is four years. Agency Holding Corp. v. Malley-Duff & Assocs., 483 U.S. 143, 156 (1987); Cohen v. S.A.C. Trading Corp., 711 F.3d 353, 361 (2d Cir. 2013). The Second Circuit “applie[s] a discovery accrual rule” in RICO cases, “under which the limitations period begins to run ‘when the plaintiff discovers or should have discovered the RICO injury,’ ” that is, when “ ‘the plaintiff has actual or inquiry notice of the injury.’ ” Cohen, 711 F.3d at 361 (brackets omitted) (quoting In re Merrill Lynch Ltd. P'ships Litig., 154 F.3d 56, 60 (2d Cir. 1998)).

In this case, plaintiffs have failed to plausibly allege a pattern of racketeering activity, because they have not alleged any predicate acts of mail fraud, wire fraud, or bank fraud with the particularity required by Rule 9(b). In addition, neither plaintiff alleges a cognizable “injury to ․ business or property.” Consequently, their substantive RICO claim and their RICO conspiracy claim both fail, leaving this Court without personal jurisdiction over nine of the twelve named defendants. See First Cap. Asset Mgmt., 385 F.3d at 182 (“[B]ecause Plaintiffs did not adequately allege a substantive violation of RICO ․ the District Court properly dismissed Count Six, which alleged a RICO conspiracy[.]”); Kumaran, 2022 WL 1805936, at *7 (S.D.N.Y. June 2, 2022) (dismissing substantive RICO claim and RICO conspiracy claim after determining that plaintiffs “fail[ed] to adequately plead mail or wire fraud.”).

b. Predicate Violations

The Second Circuit has cautioned that “RICO claims premised on mail or wire fraud must be particularly scrutinized because of the relative ease with which a plaintiff may mold a RICO pattern from allegations that, upon closer scrutiny, do not support it.” Crawford v. Franklin Credit Mgmt. Corp., 758 F.3d 473, 489 (2d Cir. 2014). This is just such a case.

“The essential elements of a mail or wire fraud violation are (1) a scheme to defraud, (2) money or property as the object of the scheme, and (3) use of the mails or wires to further the scheme.” United States v. Shellef, 507 F.3d 82, 107 (2d Cir. 2007) (internal quotations omitted). The federal bank fraud statute criminalizes the “ ‘knowing execution’ of a scheme to ‘defraud a financial institution.’ ” United States v. Bouchard, 828 F.3d 116, 124 (2d Cir. 2016) (quoting 18 U.S.C. § 1344) (brackets omitted). To plead fraud with the particularity required by Rule 9(b), “a complaint must specify the time, place, speaker, and content of the alleged misrepresentations, explain how the misrepresentations were fraudulent[,] and plead those events which give rise to a strong inference that the defendant[ ] had an intent to defraud, knowledge of the falsity, or a reckless disregard for the truth.” Jus Punjabi, LLC v. Get Punjabi USA, Inc., 640 F. App'x 56, 58 (2d Cir. 2016) (summary order) (quoting Cohen, 711 F.3d at 359 (second alteration in original)). Plaintiffs have failed to meet this standard.

Although plaintiffs specify the date of each letter they received from a Network Firm (and the amount of the debt that the firm sought to collect), they are remarkably vague about the “content of the alleged misrepresentations,” Cohen, 711 F.3d at 359, which they neither attach nor quote.¹⁶ Instead, plaintiffs ask this Court to accept the blanket proposition that each collection letter they received was fraudulent because it “demand[ed] that Plaintiff pay money on a debt alleged to be owed to [the relevant Trust], despite this debt not being provable or collectable under the law[.]” Id. ¶¶ 186(a)-(g).

Plaintiffs provide no authority, and this Court has found none, suggesting that a debt collector commits an indictable act of mail or wire fraud simply by asking a consumer to pay a debt that is “not provable” in court, due to chain-of-title deficiencies, or is not “collectible,” due to the running of the statute of limitations.¹⁷ Nor do plaintiffs contend that they have satisfied the particularity standard of Rule 9(b) as to even one of the letters or other communications they received. Instead, they argue that they are not required to show “that the communications themselves contained false or misleading information,” because “courts in the Second Circuit have applied a different standard in cases where the plaintiff claims that mails or wires were simply used in furtherance of a master plan to defraud.” Pl. Opp. at 21 (quoting Bayshore Cap. Advisors, 667 F. Supp. 3d at 125) (internal quotations omitted).

Plaintiffs are mistaken. To be sure, there is a line of cases within our Circuit relaxing Rule 9(b) where a RICO plaintiff claims that “the mails or wires were simply used in furtherance of a master plan to defraud,” but does not allege that the communications themselves “contained false or misleading information.” In re Sumitomo Copper Litig., 995 F. Supp. 451, 456 (S.D.N.Y. 1998). “In such cases, a detailed description of the underlying scheme and the connection therewith of the mail and/or wire communications, is sufficient to satisfy Rule 9(b).” Id. (approving “generalized allegations” concerning wire communications used to implement a “detailed fraudulent master plan involving coordinated efforts by Global Defendants and Sumitomo to manipulate copper prices”); see also, e.g., Angermeir v. Cohen, 14 F. Supp. 3d 134, 145 (S.D.N.Y. 2014) (“[I]n cases where plaintiffs allege that the mails or wires were simply used in furtherance of a master plan to defraud, ․ particularity as to the mailings themselves is unnecessary[.]’ ”) (quoting Curtis & Assocs., P.C. v. Law Offices of David M. Bushman, Esq., 758 F. Supp. 2d 153, 177 (E.D.N.Y. 2010)); M'Baye v. New Jersey Sports Prod., Inc., 2007 WL 431881, at *7 (S.D.N.Y. Feb. 7, 2007) (“If, however, the plaintiff claims that the mail or wire fraud was only used in furtherance of a scheme to defraud, then the complaint does not have to be as specific with respect to each allegation of mail or wire fraud, so long as the RICO scheme is sufficiently pled to give notice to the defendants.”).

The same cases, however, take pains to explain that the relaxed rule applies only where the plaintiff does not claim that the mail or wire communications were themselves fraudulent. See, e.g., Sumitomo, 995 F. Supp. at 456 (“In cases in which a plaintiff claims that specific statements or mailings were themselves fraudulent, i.e., themselves contained false or misleading information, the complaint should specify the fraud involved, identify the parties responsible for the fraud, and where and when the fraud occurred.”) (collecting cases); Angermeir, 14 F. Supp. 3d at 145 (relaxed standard applies when a plaintiff “does not allege that the communications themselves contained false or misleading information”) (cleaned up); M'Baye, 2007 WL 431881, at *7 (“[I]f plaintiff claims that the mail or wire transmissions ‘were themselves fraudulent, i.e., themselves contained false or misleading information, the complaint should specify the fraud involved, identify the parties responsible for the fraud, and where and when the fraud occurred.’ ”) (quoting Evercrete Corp. v. H-Cap Ltd., 429 F. Supp. 2d 612, 624 (S.D.N.Y. 2006)). Thus, in Bayshore Cap. Advisors, where plaintiffs alleged that certain defendants made “specific false statements,” the court rejected their contention that they were entitled to a “relaxed” Rule 9(b) standard:

Plaintiffs cannot have it both ways. If Plaintiffs allege specific false statements allegedly made by Hudson Defendants, as they have done throughout the Amended Complaint, the sufficiency of Plaintiffs’ allegations must be reviewed under the standard Rule 9(b) pleading standard, requiring that “allegations of predicate mail and wire fraud acts ․ state the contents of the communications, who was involved, and where and when they took place, and should explain why they were fraudulent.”

Bayshore Cap. Advisors, 667 F. Supp. 3d at 126 (quoting Spool v. World Child Int'l Adoption Agency, 520 F.3d 178, 185 (2d Cir. 2008)).

Here, as in Bayshore Cap. Advisors, plaintiffs clearly allege that they were injured by “specific false statements” made by the Network Firms at the behest of Transworld. See CAC ¶¶ 178(a)-(b), 185(a)-(b); 186(a)-(g). Indeed, as defendant ACI correctly points out, plaintiffs do not allege that the mails and wires were used “in furtherance of a separate fraud,” ACI Reply at 9; rather, the allegedly misleading collection letters are the centerpiece of the scheme described in the CAC. See, e.g., CAC ¶¶ 180-81 (alleging that, in order to “extract money from Plaintiffs” and other debtors, Transworld “manages the content of collection letters mailed to consumers on behalf of [the Trusts]” and “each Network Firm communicates the deceptive letters” to consumers, who then “pay money from their banks”). Consequently, plaintiffs are required to meet the heightened pleading standard of Rule 9(b), which they concededly have not done.

Finally, plaintiffs have failed to plead any cognizable bank fraud predicate. “[T]he bank fraud statute was designed to protect the integrity of the federally insured banking system.” Bank of China, New York Branch v. NBM LLC, 359 F.3d 171, 177 (2d Cir. 2004). Thus, “[t]he well established elements of the crime of bank fraud are that the defendant (1) engaged in a course of conduct designed to deceive a federally chartered or insured financial institution into releasing property; and (2) possessed an intent to victimize the institution by exposing it to actual or potential loss.” United States v. Norris, 513 F. App'x 57, 59 (2d Cir. 2013) (quoting United States v. Barrett, 178 F.3d 643, 647-48 (2d Cir. 1999)); accord Bouchard, 828 F.3d at 124; United States v. Johnson, 553 F. App'x 78, 79 (2d Cir. 2014) (summary order).

Plaintiffs are correct that a RICO plaintiff need not be a financial institution in order to plead a bank fraud predicate. See Pl. Opp. at 17; Lavastone Cap. LLC v. Coventry First LLC, 2015 WL 1939711, at *3 n.4 (S.D.N.Y. Apr. 22, 2015) (collecting cases). However, the plaintiff must show that the defendant's conduct “deceive[d]” a financial institution, or was designed to do so. Norris, 513 F. App'x at 59. It is not enough to allege, as plaintiffs do here, that defendants deceived consumers, “in order to get them to pay despite legally owing nothing,” and that the deceived consumers paid with “money from their banks[.]” CAC ¶ 181; see also id. ¶ 190 (alleging that defendants committed bank fraud because the funds that consumers used to pay their old debts “were in the custody and control of U.S. banks[.]”).¹⁸ Because most Americans keep their money in banks, plaintiffs’ theory – if accepted – would impermissibly turn every garden-variety fraud into bank fraud.

I therefore conclude that plaintiffs have failed to plead a “pattern of racketeering activity,” as required to state either a substantive RICO claim or a RICO conspiracy claim.

c. Injury to Business or Property

Plaintiffs have also failed to plead a cognizable RICO injury. The statute requires each plaintiff to demonstrate an injury to her “business or property.” 18 U.S.C. § 1964(c). This means that “many injuries are insufficient to establish RICO standing. Personal damages, emotional damages, and physical damages, for example, are insufficient.” Westchester Cnty. Indep. Party v. Astorino, 137 F. Supp. 3d 586, 612 (S.D.N.Y. 2015) (collecting cases); see also Goney v. SuttonPark Cap. LLC, 2023 WL 8235019, at *1 (2d Cir. Nov. 28, 2023) (summary order) (“RICO permits suit only for economic injuries; it does not allow recovery for personal injuries such as bodily harm or emotional distress.”) (cleaned up); Angermeir, 14 F. Supp. 3d at 152 (plaintiffs’ allegations that they “had to waste considerable time and effort” in response to fraudulent lawsuits and were “subjected to considerable annoyance, embarrassment, emotional distress, and mental anguish” did not plead cognizable RICO injuries); Gross v. Waywell, 628 F. Supp. 2d 475, 488 (S.D.N.Y. 2009) (“[P]ersonal or emotional damages do not qualify.”); Tsipouras v. W & M Properties, Inc., 9 F. Supp. 2d 365, 368 (S.D.N.Y. 1998) (“injury to character, business reputation, and/or the intentional infliction of emotional distress” are not actionable as injuries in a civil RICO case). Additionally, “the loss alleged must be ‘clear and definite,’ rather than speculative.” Westchester Cnty. Indep. Party, 137 F. Supp. 3d at 613 (quoting Am. Home Mortgage Corp. v. UM Sec. Corp., 2007 WL 1074837, at *4 (S.D.N.Y. Apr. 9, 2007)).

Here, neither plaintiff alleges a cognizable RICO injury. Both Vice and Seaman allege that they had to take “substantial time from [their] personal and professional [lives]” as a result of defendants’ collection attempts, CAC ¶¶ 86, 123, and suffered “mental and emotional anguish and aggravation from ․ being repeatedly subjected to rounds of collection attempts[.]” Id. ¶¶ 91, 125. As in Angermeir, 14 F. Supp. 3d at 152, these allegations clearly do not describe any injury within the scope of § 1964(c). See also 287 Franklin Ave. v. Meisels, 2015 WL 5457959, at *9 (E.D.N.Y. July 20, 2015) (“[L]ost time and effort does not constitute an injury to business or property.”), adopted sub nom. 287 Franklin Ave. Residents’ Ass'n v. Meisels, 2015 WL 5457967 (E.D.N.Y. Sept. 17, 2015), aff'd sub nom. Sasmor v. Meisels, 708 F. App'x 728 (2d Cir. 2017).

Additionally, Vice alleges that in or about 2017 – five years before he received the letters from Eaton that are the subject of the present action – he incurred roughly $10,000 in legal fees to respond to a “a series of communications” from the Trusts’ “agents.” CAC ¶ 91. It is true that “legal fees may constitute RICO damages when they are the proximate consequence of a RICO violation.” Pl. Opp. at 32-33 (citing Chevron Corp. v. Donziger, 871 F. Supp. 2d 229, 253 n.130 (S.D.N.Y. 2012)). However, the events of 2017 are well outside of RICO's four-year statute of limitations. The statute “begins to run when the plaintiff discovers or should have discovered the RICO injury.” In re Merrill Lynch Ltd. P'ships Litig., 154 F.3d at 58. Plaintiff Vice necessarily “discovered” his injury when he spent the $10,000. Consequently, he cannot rely on that injury to state a RICO claim based on collection letters he received in 2023.¹⁹ In any event, Vice does not allege that the money he spent in 2017 was caused by racketeering activity. He states only that it was spent in response to “communications” (which he does not otherwise describe) from “agents” (whom he does not otherwise identify) of the Trusts. The CAC does not allege – and certainly does not plead with particularity, as required by Rule 9(b) – that those 2017 communications were false, deceptive, or misleading in any way. Consequently, even if Vice were entitled to “equitable tolling,” Pl. Opp. at 36, it would not rescue his RICO claim.

As for plaintiff Seaman, she alleges that the “negative credit report entries” made against her by ACI in 2022 injured her because they caused her credit score to be lowered. CAC ¶ 104; see also id. ¶ 124 (alleging on information and belief that her score dropped “by approximately fifteen (15) points,” and had not fully recovered by July 2023). However, as defendants correctly point out, “an adverse entry in a personal consumer credit report, by itself, does not constitute an injury to business or property” within the meaning of § 1964(c). Angermeir, 14 F. Supp. 3d at 152 (collecting cases) (while “adverse credit-report entries may lead to a ‘significant impact on credit availability to Plaintiffs, including ․ denial of credit opportunities, increase in interest rates, and other diverse consequences,’ Plaintiffs’ credit-report allegations do not constitute an injury under § 1964(c) because none of the Plaintiffs has alleged that he or she has actually suffered such an injury.”) (record citations omitted).

So too here. Plaintiff Seaman does not allege that her lowered credit score was disseminated to any third party, nor that she was denied credit, or charged a higher interest rate, as a result of that score. Thus, not only has she failed to allege a cognizable RICO injury; she has failed to allege any “concrete injury” sufficient to give her constitutional standing to sue. See TransUnion LLC v. Ramirez, 594 U.S. 413, 439 (2021) (a negative alert to an internal credit file, without dissemination to a third party, does not constitute a concrete injury for standing purposes); Maddox v. Bank of New York Mellon Tr. Co., N.A., 19 F.4th 58, 60, 64-66 (2d Cir. 2021) (although defendant violated New York law by failing to file a timely satisfaction of mortgage after plaintiffs fully paid their loan, plaintiffs lacked constitutional standing to sue because they did not allege any “concrete harm” flowing from the violation); Biener v. Credit Control Servs., Inc., 2023 WL 2504733, at *7 (S.D.N.Y. Mar. 14, 2023) (“Defendant's reporting of the debt to the three major credit reporting agencies on its own cannot establish a concrete injury.”); Seaman, 2023 WL 2975152, at *17 (although all plaintiffs were negatively credit-reported, only one plaintiff – who testified that she “paid a higher interest rate on a car loan and credits cards” as a result – had standing to sue).

Since neither plaintiff has adequately alleged a pattern of racketeering activity or a resulting injury to their business or property, neither has pleaded a viable RICO claim. Consequently, 18 U.S.C. § 1965(b) does not authorize this Court to exercise personal jurisdiction over the Trust Defendants, PHEAA, Rodenberg, or Eaton. I therefore recommend, respectfully, that plaintiffs’ claims against these nine defendants be dismissed, pursuant to Rule 12(b)(2), for lack of personal jurisdiction.

B. Venue

All twelve defendants have moved to dismiss this action pursuant to Rule 12(b)(3), for improper venue. As defendants point out (see, e.g., Eaton Mem. at 13), the CAC is very light on venue allegations, offering only that:

• The loans that defendants are now trying to collect were “subject to a complex securitization process in the mid-2000s,” when “investors on Wall Street were sold stakes in ‘pools’ combining thousands of loans from private lenders.” CAC ¶ 10.

• “Defendants conduct business in the State of New York, and Defendants’ fraud upon Plaintiffs was coordinated in this District.” Id. ¶ 19.

• “[A] significant number of the consumers from whom it [sic] extracts money are New York residents and ․ Network Firm [ACI] is based in New York.” Id. ¶ 160.

• “New York City was the location of the securitizations that caused [the Trusts’] creation and inability to maintain documentation of ownership of loans involved in the securitizations.” Id.

Plaintiffs do not provide any facts to support their sweeping statement that the “fraud upon Plaintiffs was coordinated in this District.” CAC ¶ 19. To the contrary: They allege that Transworld “coordinate[d]” the scheme by sending instructions from its “personnel and systems located in Georgia to Network Firm Rodenburg located in North Dakota and to [ACI] located in [Buffalo,] New York and to Eaton Group located in Louisiana, to commence collection efforts concerning the Trust Defendants.” Id. ¶ 187(a) (emphases added). Likewise, plaintiffs do not explain what they mean when they say that New York City was “the location of the securitizations,” Id. ¶ 160, other than that the investors in the Trusts were “on Wall Street.” Id. ¶ 10.²⁰

In their opposition brief, plaintiffs advance a new factual allegation (found nowhere in their pleading and unsupported by any other record evidence): that if this case goes to trial, defendants’ attorneys will likely rely on (1) loan schedules “created at the time of the Wall Street securitization process that created the Trusts,” and (2) “expert testimony from a Wall Street-based securities professional who avers that the preparation and custodying of the Schedules was consistent with Wall Street practices.” Pl. Opp. at 45.²¹ They then argue that venue is proper under either 28 U.S.C. § 1391(b)(2), which provides that an action may be brought where “a substantial part of the events or omissions giving rise to the claim occurred,” or 28 U.S.C. § 1391(b)(3), which provides that an action may be brought in “any judicial district in which any defendant is subject to the court's personal jurisdiction with respect to such action,” but only if “there is no district in which an action may otherwise be brought as provided in this section.” Pl. Opp. at 49. Plaintiffs fail, however, to make a “prima facie showing,” Gulf Ins. Co., 417 F.3d at 355, that venue is proper in this District under either subsection.

1. Section 1391(b)(2)

Under § 1391(b)(2), the question is whether a “substantial part of the events or omissions giving rise to” plaintiffs’ claims occurred in the Southern District of New York. The Second Circuit has cautioned district courts to “take seriously the adjective ‘substantial.’ ” Gulf Ins. Co., 417 F.3d at 357 (“[W]e are required to construe the venue statute strictly.”). In particular, “[i]t would be error ․ to treat the venue statute's ‘substantial part’ test as mirroring the minimum contacts test employed in personal jurisdiction inquiries.” Id.; see also Micromem Techs., Inc. v. Dreifus Assocs. Ltd., 2015 WL 8375190, at *4 (S.D.N.Y. Dec. 8, 2015) (“The ‘substantial part test’ is more rigorous than the ‘minimum contacts ․ test.’ ”). Thus, “ ‘[s]ubstantiality’ in the venue context is a more qualitative than quantitative inquiry, ‘determined by assessing the overall nature of the plaintiff's claims and the nature of the specific events or omissions in the forum, and not by simply adding up the number of contacts.’ ” Rankel, 2013 WL 7161687, at *4 (quoting Daniel v. Am. Bd. of Emergency Medicine, 428 F.3d 408, 432-33 (2d Cir. 2005)).

Courts in this Circuit apply a two-part test under § 1391(b)(2): “First, a court should identify the nature of the claims and the acts or omissions that the plaintiff alleges give rise to those claims․ Second, the court should determine whether a substantial part of those acts or omissions occurred in the district where suit was filed, that is, whether ‘significant events or omissions material to [those] claim[s]․ have occurred in the district in question.’ ” Daniel, 428 F.3d at 432 (alterations in original) (quoting Gulf Ins. Co., 417 F.3d at 357)).

Here, none of the “acts or omissions” that give rise to plaintiffs’ claims occurred in the Southern District of New York. Transworld, which allegedly “coordinated” the scheme to collect unprovable and/or time-barred debt, did so by sending instructions from Georgia ²² to Network Firms located in Fargo, North Dakota (which is in the District of North Dakota); Buffalo, New York (which is in the Western District of New York), and Baton Rouge, Louisiana (which is in the Middle District of Louisiana). CAC ¶¶ 33-35, 187(a).²³ The Network Firms then sent “deceptive collection letters demanding payment” (presumably from their offices in Fargo, Buffalo, and Baton Rouge) to plaintiffs in South Dakota and Louisiana, id. ¶¶ 23-24, 75-125, 185(a)-(b), 186(a)-(g), where they incurred various injuries, including taking substantial time out of their personal and professional lives to investigate and challenge defendants’ collection attempts; experiencing mental and emotional anguish; and (in Seaman's case) learning that her credit score was lower due to ACI's negative credit-reporting. Id. ¶¶ 86, 91, 123-25.

Plaintiffs do not dispute any of these facts. Instead, they contend, in a single sentence, that “the securitization of student loans in New York ․ was a substantial part of the events giving rise to the claims.” Pl. Opp. at 49 (citing CAC ¶¶ 10, 160). I disagree. As noted above, plaintiffs do not even explain what they mean by their vague assertion that New York City was “the location of the securitizations.” CAC ¶ 160. Moreover, there “is no allegation that the securitization itself was somehow illegal or injurious to plaintiffs, and their claims do not involve the securitization process but instead allegedly improper collection activity by entities other than the Trusts – decades after the Trusts were formed.” Trusts Mem. at 6; Trusts Reply at 3. There is thus no nexus, much less the required “close nexus,” Daniel, 428 F.3d at 433, between the creation of the Trusts in the early 2000s – which may have “occurred,” in part, in New York City – and defendants’ allegedly unlawful collection activities, which took place in Georgia, Fargo, Buffalo, and Baton Rouge in 2022 and 2023. See Gulf Ins. Co., 417 F.3d at 357 (“for venue to be proper, significant events or omissions material to the plaintiff's claim must have occurred in the district in question[.]”).

Plaintiffs also allege, in their pleading, that some of the defendants “conduct business in the State of New York,” CAC ¶¶ 19, 25-32, and explain in their brief that the Trusts have brought collection lawsuits in New York. Pl. Opp. at 46. However, these allegations are neither “district-specific,” Rankel, 2013 WL 7161687, at *6, nor relevant to plaintiffs’ claims and injuries,²⁴ and therefore do not bear on the § 1391(b)(2) inquiry. See Friedman v. Revenue Mgmt. of N.Y., Inc., 38 F.3d 668, 671-72 (2d Cir. 1994) (The fact that defendant is “a New York corporation that services New York hospitals, collects money from New York debtors, employs a New York law firm, and sues in New York” does not establish venue under § 1391(b)(2) where “all the events alleged in his complaint occurred in Illinois.”); Daniel, 428 F.3d at 434 (venue was not proper under § 1391(b)(2) where “the vast majority of these acts occurred outside” the district, because “coincidental contacts are insufficient to afford venue” under § 1391(b)(2)).

Finally, to the extent plaintiffs suggest that venue is proper in this District because defendants may rely on documents that were created in New York City, or present testimony from an expert witness who (previously) worked on Wall Street, see Pl. Opp. at 45, they are mistaken. The “location of relevant documents and the relative ease of access to sources of proof” is one of the factors courts consider in determining whether a venue transfer is warranted, pursuant to 28 U.S.C. § 1404(a), “[f]or the convenience of parties and witnesses.” See, e.g., In re Collins & Aikman Corp. Sec. Litig., 438 F. Supp. 2d 392, 394 (S.D.N.Y. 2006) (alteration in original). Convenience cannot be used, however, to meet the “substantial part” test under § 1391(b)(2). See Rankel, 2013 WL 7161687, at *7 (“[P]laintiff's status as a New York resident (and the resulting convenience to her of litigating this action here) does not support venue in this district. If it did, analyzing and applying the three bases of venue Congress enumerated in Section 1391 would be a meaningless exercise.”). Plaintiffs have therefore failed to establish a prima facie case that venue is proper in this district under § 1391(b)(2).

2. Section 1391(b)(3)

Section 1391(b)(3) operates as a fallback provision, available when – and only when – “there is no district in which [the] action may otherwise be brought.” 28 U.S.C. § 1391(b)(3); see also Cobra Partners L.P. v. Liegl, 990 F. Supp. 332, 335 (S.D.N.Y. 1998) (subsection (b)(3) is “subordinate to the first two subsections”); Daniel, 428 F.3d at 434 (venue may be based on § 1391(b)(3) “only if venue cannot be established in another district pursuant to any other venue provision.”). The plaintiff bears the burden of demonstrating that § 1391(b)(3) is applicable. Six Dimensions, Inc. v. Perficient, Inc., 2017 WL 10676897, at *9 (S.D.N.Y. Mar. 28, 2017).

Plaintiffs here have failed to carry their burden. Rather than provide any reasoned argument for the applicability of § 1391(b)(3), they state only – in a single sentence – that if venue is not proper in this District under § 1391(b)(2), “there would likely [be] ‘no district in which an action may otherwise be brought,’ and venue would be proper in the Southern District so long as personal jurisdiction exists over a single defendant.” Pl. Opp. at 49. This is clearly insufficient. See Kumaran, 2024 WL 2158689, at *3 (finding § 1391(b)(3) inapplicable because “[p]laintiffs have not presented an argument that supports the conclusion that venue is inappropriate in any other district under §§ 1391(a) or (b).”); Ballon Stoll P.C. v. Cutler, 2024 WL 1256049, at *9 (S.D.N.Y. Mar. 25, 2024) (“[b]ecause Ballon Stoll has not shown that venue cannot be established in another district ․ § 1391(b)(3) is inapplicable.”).

If plaintiffs’ allegations are credited, there are multiple judicial districts in which venue for plaintiffs’ claims could lie. See 14D Wright & Miller, Fed. Prac. and Proc. § 3806 (4th ed.) (“It has always been clear that there can be more than one district in which a substantial part of the events giving rise to the claim occurred.”). FDCPA claims, for example, can be brought “in the plaintiff's home district if a collection agency had mailed a collection notice to an address in that district or placed a phone call to a number in that district.” Bates v. C & S Adjusters, Inc., 980 F.2d 865, 867 (2d Cir. 1992); accord Sebrow v. Zucker, Goldberg & Ackerman, LLC, 2012 WL 911552, at *2 (E.D.N.Y. Mar. 16, 2012). Moreover, according to plaintiffs, a substantial part of the events and omissions giving rise to plaintiffs’ claims occurred in Georgia, because that is where Transworld “coordinates the Network Firms’ activities” and “manages the content” of the collection letters they send out, CAC ¶ 181, including the letters sent to plaintiffs by Eaton, Rodenberg, and ACI.²⁵ Since plaintiffs have made no showing whatsoever that venue would not be proper in one or more of these jurisdictions, they have failed to make a prima facie case that venue is proper in this District pursuant to § 1391(b)(3).

C. Transfer

When venue is improper, the court must further determine whether to dismiss the case outright or transfer it to another district. See 28 U.S.C. § 1406(a) (“The district court of a district in which is filed a case laying venue in the wrong division or district shall dismiss, or if it be in the interest of justice, transfer such case to any district or division in which it could have been brought.”). Whether to transfer or dismiss a case for improper venue is left to the court's discretion. See Minnette v. Time Warner, 997 F.2d 1023, 1026 (2d Cir. 1993) (“Whether dismissal or transfer is appropriate lies within the sound discretion of the district court.”); accord Molokotos-Liederman v. Molokotos, 2023 WL 5977655, at *19 (S.D.N.Y. Sept. 14, 2023); Spiciarich v. Mexican Radio Corp., 2015 WL 4191532, at *5 (S.D.N.Y. July 10, 2025). Indeed, “[t]he language of § 1406(a) is amply broad enough to authorize the transfer of cases, however wrong the plaintiff may have been in filing his case as to venue, whether the court in which it was filed had personal jurisdiction over the defendants or not.” Goldlawr, Inc. v. Heiman, 369 U.S. 463, 466 (1962); accord Everlast World's Boxing Headquarters Corp. v. Ringside, Inc., 928 F. Supp. 2d 735, 741-42 (S.D.N.Y. 2013)

Here, no party requests a transfer of venue. Plaintiffs, for their part, expressly oppose any transfer. See Pl. Opp. at 49. Consequently, dismissal is appropriate, which will leave plaintiffs free to refile in any district where venue is proper. See TSIG Consulting Inc. v. ACP Consulting LLC, 2014 WL 1386639, at *4 (S.D.N.Y. Apr. 9, 2014) (noting that “no party has requested a transfer to another district” and dismissing the case pursuant to Rule 12(b)(3), “without prejudice to its being filed in a district where venue is proper.”); Six Dimensions, Inc., 2017 WL 10676897, at *10 (where “Plaintiff has not requested a transfer in lieu of dismissal,” it is “more appropriate to dismiss this action without prejudice and allow Plaintiff to select another district where venue is proper.”).

IV. CONCLUSION

For the reasons set forth above, I recommend, respectfully, that defendants’ motions to dismiss this action for lack of personal jurisdiction and for improper venue (Dkts. 61, 62, 64, 66, 69, and 72) be GRANTED to the extent set forth herein; that plaintiffs’ claims against the Trust Defendants, PHEAA, Eaton, and Rodenberg be DISMISSED WITHOUT PREJUDICE pursuant to Rule 12(b)(2); and that their remaining claims be DISMISSED WITHOUT PREJUDICE pursuant to Rule 12(b)(3).²⁶ Because these threshold issues are dispositive of the case, I do not reach defendants’ Rule 12(b)(1) and 12(b)(6) motions.

NOTICE OF PROCEDURE FOR FILING OF OBJECTIONS TO THIS REPORT AND RECOMMENDATION

The parties have 14 days from this date to file written objections to this Report and Recommendation pursuant to 28 U.S.C. § 636(b)(1) and Fed. R. Civ. P. 72(b). See Fed. R. Civ. P. 6(a), 6(d). Any objections must be filed with the Clerk of the Court, addressed to the Hon. Paul G. Gardephe, and delivered to Judge Gardephe in accordance with his individual practices. Any request for an extension of the deadline to file objections must also be directed to Judge Gardephe. Failure to file timely objections will result in a waiver of such objections and will preclude appellate review. See Thomas v. Arn, 474 U.S. 140, 155 (1985); Frydman v. Experian Info. Sols., Inc., 743 F. App'x 486, 487 (2d Cir. 2018) (summary order); Wagner & Wagner, LLP v. Atkinson, Haskins, Nellis, Brittingham, Gladd & Carwile, P.C., 596 F.3d 84, 92 (2d Cir. 2010).

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FOOTNOTES

1.   In this respect, the present case is quite different from Seaman et al. v. National Collegiate Student Loan Trust 2007-2, et al., No. 18-CV-1781 (PGG) (BCM) (S.D.N.Y.) (Seaman), in which plaintiff Katherine Seaman and others allege that many of the same defendants attempted to collect student loan debts through a “sham lawsuit scheme,” and focus on their allegedly unlawful litigation practices. On September 27, 2023, the Hon. Paul G. Gardephe, United States District Judge, certified a class in Seaman, comprised of persons who were sued by certain defendants in New York state court debt collection lawsuits from November 1, 2012 through February 27, 2018, and who had default judgments entered against them in those lawsuits. See Seaman v. Nat'l Collegiate Student Loan Tr. 2007-2, 2023 WL 6290622, at **4, 20 (S.D.N.Y. Sept. 27, 2023). Prior to that, on July 24, 2023, Judge Gardephe accepted the present case as related to Seaman. (See Dkt. 3; 7/24/23 Minute Entry.) However, this action has not been consolidated or coordinated with Seaman.

2.   For ease of reference, Appendix 1 to this Report and Recommendation shows all of the parties to this action, including the states in which the defendants were formed and have their principal places of business (if different) and the states in which the plaintiffs reside, as well as the relationship among the parties, as alleged by plaintiffs.

3.   It is not clear why EGS is named as a defendant herein, since it ceased performing collection activities on behalf of the Trusts in 2014, CAC ¶ 57, and consequently was not involved in any of the collection efforts aimed at plaintiffs Vice and Seaman.

4.   Vice does not attach, or further describe, any of his correspondence with Eaton.

5.   Seaman does not attach any of her correspondence with ACI or Rodenburg. Nor does she attach her credit reports or her correspondence with the CFBP.

6.   I take judicial notice of the filings in the NYAG, CFPB, and District of Delaware proceedings “to establish the fact of such litigation and related filings.” Kramer v. Time Warner Inc., 937 F.2d 767, 774 (2d Cir. 1991); see also Butry v. Nat'l Collegiate Student Loan Tr. 2005-3, 2024 WL 3849332, at *2 n.4 (S.D.N.Y. Aug. 16, 2024) (taking judicial notice of the same CFPB and District of Delaware filings). There is no suggestion in the record that any relevant regulator made findings concerning ACI, Eaton, or Rodenburg.

7.   On January 16, 2025, after lengthy negotiations, the CFPB and certain defendants (including the Trusts) sought court approval for a stipulated judgment under which the defendants would have paid $2.25 million in restitution to student loan borrowers harmed by their allegedly deceptive and unfair state court litigation practices. See Joint Mtn. for Entry of Stip. Final J., CFPB v. NCMSLT (D. Del. Jan. 16, 2025), ECF No. 458. However, on April 25, 2025 – with the joint motion still pending – the CFBP, under new leadership, agreed to dismiss the case with prejudice. See Joint Stip. of Vol. Dism., CFPB v. NCMSLT (D. Del. April 25, 2025), ECF No. 474.

8.   Plaintiffs do not point to any specific false or misleading statement made by defendants, orally or in writing, to any plaintiff or credit bureau, much less any “express” representation that defendants “possess proof of indebtedness.” I therefore construe the CAC as asserting that, by sending a collection letter or reporting a debt to a credit bureau, a debt collector may be deemed to have represented that it possesses evidence adequate to prove both the existence and the amount of the alleged indebtedness in a court of law.

9.   It is not clear why plaintiffs included a claim under the Rosenthal Act. The federal courts have repeatedly held that the statute does not apply extraterritorially. See, e.g., Luft v. WebBank, 2023 WL 2669055, at *3 (E.D. Wash. Mar. 28, 2023); Edeh v. Midland Credit Mgmt., Inc., 748 F. Supp. 2d 1030, 1037 (D. Minn. 2010), aff'd, 413 F. App'x 925 (8th Cir. 2011); Pollock v. Bay Area Credit Serv., LLC, 2009 WL 2475167 at *12 (S.D. Fla. Aug. 13, 2009). In this case, neither of the named plaintiffs (i) is a Californian, (ii) was harmed in California, or (iii) was harmed by any conduct, by any defendant, in California. Consequently, neither of them can sue under the Rosenthal Act.

10.   Plaintiffs do not rely on subsection (b)(1), which applies only when “all defendants are residents of the State in which the district is located.” 28 U.S.C. § 1391(b)(1).

11.   As support for this point, plaintiffs cite Seaman, in which the plaintiffs – all New York residents – are suing four Trusts, Transworld, ESG, and Foster & Garbus, LLC (a New York law firm which is not named in the present action), alleging that these defendants “orchestrated a scheme to ‘fraudulently obtain default judgments ․ for unprovable debts’ against them in state court,” by, among other things, “filing documents containing false or deceptive information in those state proceedings.” Seaman, 2023 WL 6290622, at *1. All of the allegedly fraudulent state court collection lawsuits underlying the Seaman case were filed by Foster & Garbus, LLC, on behalf of one of the four defendant Trusts. See id. at *2.

12.   As support for this point, plaintiffs cite ¶¶ 3-5 of the CAC. However, these paragraphs allege only that PHEAA makes “the initial attempts” to collect the Trusts’ debts, and that it transfers its debt collection activities to Transworld for “additional collection activities” when the debtors fail to pay. The remaining facts marshaled by plaintiffs in their opposition brief appear nowhere in their pleading. Nor did plaintiffs submit any affidavits or other evidentiary material in opposition to defendants’ motions. Thus, this Court cannot rely on plaintiff's assertions as to where PHEAA or Transworld attempted to collect debts, or where Transworld was licensed. See Griffin v. Sheeran, 2019 WL 1750921, at *2 (2d Cir. Apr. 16, 2019) (per curiam)) (“[a]n attorney's unsworn statements in a brief are not evidence”) (quoting Kulhawik v. Holder, 571 F.3d 296, 298 (2d Cir. 2009); Red Fort Capital, Inc. v. Guardhouse Prods. LLC, 397 F. Supp. 3d 456, 476 (S.D.N.Y. 2019) (“it is axiomatic that the Complaint cannot be amended by the briefs in opposition to a motion to dismiss”) (quoting Jordan v. Chase Manhattan Bank, 91 F. Supp. 3d 491, 500 (S.D.N.Y. 2015)).

13.   In support of their respective motions to dismiss, both Eaton and Rodenberg confirm, via declaration, that they have no business contacts with New York and have never knowingly attempted to collect a debt from a New York resident. See Eaton Decl. ¶¶ 5-7; Lee Decl. ¶¶ 4-9. Plaintiffs do not dispute these facts.

14.   Plaintiffs do not assert this theory as to Eaton or Rodenberg.

15.   As noted above, plaintiffs allege that Transworld was the entity that maintained and coordinated the Network Firms. CAC ¶¶ ¶¶ 59, 63-64, 67-69. But they also allege that Transworld did its coordinating from Georgia. Id. ¶ 197(a).

16.   Similarly, plaintiff Seaman does not specify what, if anything, was false about the “negative credit report entries made against her by ACI,” beyond the blanket assertion that simply by “transmitting” the credit report entries, defendants “represented, expressly or by implication, that they possessed proof of indebtedness, including proof that the identified Trusts owned the alleged debts in question and that they were collectable.” CAC ¶ 107. However, plaintiffs do not appear to rely on the credit-reporting as a predicate act for RICO purposes. See CAC ¶¶ 184-92 (describing the alleged “pattern of racketeering activity” without reference to any credit-reporting).

17.   “[F]iling or threatening to file lawsuits to collect a time-barred debt, without disclosing that the statute of limitations may affect its enforceability, violates FDCPA[.]” Baptiste-Elmine v. Richland & Falkowski, PLLC, 2025 WL 974346, at *10 (E.D.N.Y. Apr. 1, 2025) (collecting cases). However, “violations of the FDCPA ․ are not within the enumerated predicate acts that may amount to a ‘pattern of racketeering activity’ ” for RICO purposes. Banks v. ACS Educ., 638 F. App'x 587, 589 (9th Cir. 2016); see also Neild v. Wolpoff & Abramson, L.L.P., 453 F. Supp. 2d 918, 925-26 (E.D. Va. 2006) (“The Act defines racketeering activity to include only certain enumerated acts (‘predicate acts’). Acting in violation of 18 U.S.C. § 1341 (relating to mail fraud), for example, is a predicate act, but acting in violation of the FDCPA is not.”) (citing 18 U.S.C. § 1961(1)). Moreover, in order to state a viable FDCPA claim for threatening a lawsuit to collect a time-barred debt, the plaintiff must set forth specific facts (i) supporting the conclusion that the debt was time-barred, and (ii) demonstrating that the “least sophisticated consumer” would read the collection letter as threatening litigation, rather than merely requesting payment, which is not prohibited by FDCPA. See Holmes v. Newrez, LLC, 2023 WL 5052085, at *2-4 (S.D.N.Y. Aug. 8, 2023) (dismissing FDCPA claim where challenged letter “request[ed] payment of the outstanding balance” on an old loan but did not threaten litigation); Solis v. Commonwealth Fin. Sys., Inc., 2020 WL 2523047, at *4-5 (E.D.N.Y. May 15, 2020) (dismissing where plaintiff made a “vague reference to the year in which the debts accrued” but “fail[ed] to identify the statute of limitations that applies,” and where the challenged collection letter neither expressly threatened suit nor made a “settlement offer”); Hollander v. Alliant Cap. Mgmt., LLC, 2019 WL 1471086, at *2 (E.D.N.Y. Mar. 31, 2019) (dismissing where plaintiff asserted the “unadorned legal conclusion” that the underlying debt was time-barred, but failed to “state the date the debt in question was incurred,” “specify what statute of limitations applies,” or explain “when the statute of limitations expired.”). Thus, even if FDCPA violations could serve as RICO predicates, plaintiffs’ allegations as to the collection letters they received, see CAC ¶¶ 83-85, 100-02, 120-22, 186(a)-(g), would fall well short of the mark.

18.   I note again that neither of the two named plaintiffs paid defendants anything (from their banks or otherwise) in response to the allegedly fraudulent collection letters. See CAC ¶¶ 75-92 (Vice); id. ¶¶ 93-125 (Seaman).

19.   Plaintiffs argue, in a single paragraph, that plaintiffs’ RICO claims “are subject to equitable tolling due to Defendants’ fraudulent concealment.” Pl. Opp. at 36. However, it is difficult to square this contention with their allegation that multiple “[g]overnment investigators have found that [the Trusts] and Transworld collect on alleged debts even though the debts are unprovable and uncollectable,” beginning with what plaintiffs describe as a $21.6 million CFTC penalty in 2017. CAC ¶¶ 12-13.

20.   The Trust Defendants construe this phrase slightly differently, as alleging that the securitization documents were drafted by lawyers working in New York City. See Trust Mem. at 6.

21.   The “Wall Street based securities professional” is presumably Roger W. (“Rusty”) Saylor, who has testified on behalf of the Trusts and/or Transworld in other cases arising out of defendants’ collection efforts, and has submitted an expert report in Seaman. According to his current resume, Mr. Saylor last worked in New York in 2009, when he retired from Citigroup. He now lives in Arden, North Carolina. See Ex. A to Saylor Expert Rep., Seaman, No. 18-CV-1792 (PGG) (BCM) (S.D.N.Y. Mar. 7, 2025), ECF No. 481-1 at p. 30.

22.   According to its website, Transworld has offices in Atlanta (which is in the Northern District of Georgia) and Augusta (which is in the Southern District of Georgia). See https://perma.cc/F8BT-ZF8U.

23.   “[T]he venue inquiry is district-specific.” Rankel, 2013 WL 7161687, at *6. Thus, acts or omissions in the Western District of New York do not support venue in the Southern District of New York. Id.

24.   As noted above, plaintiffs purport to sue only on behalf of consumers who received collection letters from defendants but were not sued in state court. CAC ¶¶ 16 n.6, 38.

25.   It may be that there is no single district in which plaintiffs could obtain personal jurisdiction over all of the defendants named in the current action. However, that scenario would not trigger § 1391(b)(3). See 14D Fed. Prac. & Proc. § 3806.1 (“Section 1391(b)(3) does not constitute a grant [of] personal of jurisdiction. Personal jurisdiction over each defendant must be assessed separately and satisfied, as in any case.”); United States ex rel. Thistlethwaite v. Dowty Woodville Polymer, Ltd., 110 F.3d 861, 864 (2d Cir. 1997) (“As a general matter in the federal judicial system, the concepts of subject matter jurisdiction, personal jurisdiction, and venue address different concerns limiting the authority of a court to entertain a given case.”).

26.   As plaintiffs have not sought leave to amend, much less outlined any additional facts they might marshal to overcome the jurisdictional and venue deficiencies described in this Report, I do not consider here whether such leave would be appropriate.

BARBARA MOSES United States Magistrate Judge