Empire Title Complaint 09-30-2010

Case: 1:10-cv-02208-PAG Doc #: 1 Filed: 09/30/10 1 of 40.
PageID #: 1
IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF OHIO
EMPIRE TITLE SERVICES, INC. *

9 S 9th Street
Richmond, Indiana 47374-5503 *
Individually and on behalf of a class *

of others similarly situated,
*
Plaintiffs
*
vs. Civil Action No.: _______________
*
FIFTH THIRD MORTGAGE COMPANY,
Serve on: *
CSC-Lawyers Incorporating Service, Resident
Agent *
50 W. Broad Street, Suite 1800
Columbus, Ohio 43215 *
VISTA SETTLEMENT SERVICES, LLC *

Serve on:
CSC-Lawyers Incorporating Service, Resident *
Agent
50 W. Broad Street, Suite 1800 *
Columbus, Ohio 43215
*
FIFTH THIRD FINANCIAL CORPORATION
Serve on: *
Paul L. Reynolds, Resident Agent
38 Fountain Square Plaza *
Cincinnati, Ohio 45263
*
and
*
FIFTH THIRD BANK
Serve on: *
Paul L. Reynolds, Resident Agent
38 Fountain Square Plaza *
Cincinnati, Ohio 45263
*
Defendants.
*
Case: 1:10-cv-02208-PAG Doc #: 1 Filed: 09/30/10 2 of 40. PageID #: 2
CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL
1. Plaintiff, Empire Title Services, Inc. (“Empire Title” or the “Named Plaintiff”),
on its own behalf and on behalf of the Class defined herein, sues Defendants Fifth Third
Mortgage Company (“Fifth Third Mortgage”), Vista Settlement Services, LLC (“Vista”) and
Fifth Third Financial Corporation (“Fifth Third Financial”).
I. INTRODUCTION
2. This is a class action by settlement agents seeking relief from the practices of
Fifth Third Financial Corporation and its wholly owned subsidiaries Fifth Third Mortgage, Fifth
Third Bank and Vista in violating and conspiring to violate federal law through the creation and
use of Vista in a scheme in which: (a) Vista, either directly or indirectly, paid and/or split illegal
kickback and referral fees with Fifth Third Mortgage’s loan officers (who were employed by
Fifth Third Bank) – often 10% of Vista’s revenue generated by the issuance of the title
insurance; and (b) Fifth Third Mortgage required the use of Vista and gave and received
kickbacks, referral fees, and things of value in exchange for the referral of settlement services by
only utilizing co-operating settlement agents who agreed to direct and refer all of the title
insurance premium generating business to Vista, and by forbidding the use of settlement agents
who had not agreed to direct and refer all of the title insurance premium generating business to
Vista. Moreover, in carrying out the scheme, Vista has substantially enriched the other
Defendants, because all or substantially all of the services related to Vista’s charges were
performed by the non-Vista settlement agents, and the fees collected by Vista are almost entirely
profit.
3. As set forth below, Fifth Third Financial Corporation created an “Affiliated
Business Arrangement” (“ABA”) – Vista – solely to facilitate the collection of unlawful referral
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fees and kickbacks in violation of the Real Estate Settlement Procedures Act of 1974, as
amended, 12 U.S.C. §§ 2601, et seq. (“RESPA”). Such an arrangement also violates the
Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1962, 1964 (“RICO”).
4. Fifth Third Mortgage, a wholly-owned subsidiary of Fifth Third Financial, and a
sister company of Fifth Third Bank, is in a position to refer its borrowers to providers of
settlement services for their loans, including closing or settlement agents.
5. As part of the Defendants’ corporate objective to maximize their profits and to
make extra money from these mortgage loans without doing any additional work or providing
additional services, Fifth Third Financial, Fifth Third Mortgage and Fifth Third Bank established
Vista as a way to obtain referral fees and kickbacks in the transactions of borrowers doing
business with Fifth Third Mortgage, by forcing the referral of the most lucrative part of the
settlement agent’s business – title insurance sales – to themselves, in the guise of Vista.
6. Defendants together have engaged in a practice of intimidating and pressuring
settlement agents to agree in advance to refer business to Vista in exchange for doing business
with Fifth Third Mortgage, even though doing so violates industry standards and the federal Real
Estate Settlement Procedures Act (“RESPA”). If settlement agents fail to join in on the
Defendants’ illegal referral scheme, the settlement agent is removed from the “list” of agents
approved to do business with Fifth Third Mortgage, is “blacklisted,” and loses the lucrative
settlements of Fifth Third Mortgage loans which they would otherwise obtain. Once Defendants
have blacklisted a settlement agent, they are no longer requested or accepted as a settlement
agent for Fifth Third Mortgage loans. In addition, mortgage brokers who also hire settlement
agents will not hire settlement agents to close loans funded by Fifth Third Mortgage, as the
settlement agent is not approved to close those loans. In sum, being blacklisted for the failure to
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engage in the Defendants’ illegal referral scheme is a significant economic blow, especially in
the cool climate of the current real estate market.
7. The Defendants kick back profits from Vista to Fifth Third Mortgage’s loan
officers, to encourage their assistance in selling the Defendants’ fraudulent scheme to settlement
agents, and to ensure that they cut off settlement agents who do not cooperate. Fifth Third
Mortgage’s loan officers – who are employed by Fifth Third Bank and in the best position to
choose the settlement agents that would provide the title examination, title insurance, escrow and
settlement services in connection with the closing of the mortgage loans – are required to refer
title examination, title insurance, escrow and settlement services business only to those co-
operating settlement agents that have agreed, in advance, to refer all title insurance premium
generating business – which is quite valuable and lucrative - over to Vista. Vista then issues the
title commitment, the title insurance policy and any Fifth Third-required title insurance
endorsements for the Fifth Third transaction. In return for their referral of business to the co-
operating settlement agents, the Fifth Third loan officers are paid 10% or more of Vista’s
revenue generated by the issuance of title commitments, title insurance policies and any Fifth
Third required title insurance endorsements.
8. In return for the Fifth Third Mortgage’s loan officer’s valuable referral to
cooperating settlement agents, those settlement agents are required by Fifth Third Mortgage
and/or Fifth Third Bank to, in turn, refer title insurance business to Vista in each Fifth Third
Mortgage transaction, providing a significant financial benefit to Fifth Third Financial, and Fifth
Third Mortgage.
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9. As a result, referring business (i.e., a thing of value) to Vista was imposed by
Defendants as a requirement for settlement or closing agents to receive referrals of business from
Defendants and close transactions involving Fifth Third Mortgage, in violation of RESPA.
10. In return for the assistance of Fifth Third Mortgage’s loan officers in ensuring that
settlement business went only to settlement agents who had agreed in advance to refer title
insurance business to Vista, the loan officers were paid kickbacks and referral fees in connection
with the title insurance fees paid to Vista resulting from the loan officers’ referrals to cooperating
settlement agents. This money, which was paid to the loan officers, was directly or indirectly
paid by Vista, and was channeled through the payroll department at Fifth Third Bank in an
attempt to disguise the fact that the payments were from Vista.
11. The Defendants even managed to cover up the fact that they were requiring
Vista’s use in Fifth Third Mortgage transactions. Since the Defendants used Fifth Third
Mortgage’s co-operating settlement agents to make automatic referrals of portions of the title
insurance premium generating business to Vista in Fifth Third Mortgage transactions, borrowers
had little or no interaction with Vista. The fees or other consideration attributed to Vista on the
borrower’s HUD-1 Settlement Statement were received or paid without disclosing to the
borrower the consideration constituted a kickback in exchange for the referral of business to co-
operating settlement agents using Vista by Fifth Third Financial, Fifth Third Mortgage and/or
Fifth Third Mortgage’s loan officers.
12. Settlement agents who did not agree to engage in the illegal and fraudulent
referral scheme, such as the Named Plaintiff, were blacklisted and not used to close Fifth Third
Mortgage transactions. This caused the Named Plaintiff and other members of the Class
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substantial damages including but not limited to the loss of income from transactions they would
have closed for Fifth Third Mortgage but for their refusal to enter into the Referral Scheme.
13. Defendants’ conduct violates, among other things, the federal Racketeer
Influenced Corrupt Organizations Act (“RICO”), and has caused and is causing damage to law-
abiding settlement agents and threatening legitimate competition in the real estate market. This
lawsuit is necessary to put an end to Defendants’ illegal conduct and to compensate settlement
agents subjected to and damaged by Defendants’ fraudulent scheme.
14. Settlement agents like the Named Plaintiff who refused to engage in the
Defendants’ Referral Scheme are numerous, and consist, upon information and belief, of
hundreds of entities. Accordingly, Plaintiffs are a Class of settlement agents who were approved
settlement agents for Fifth Third Mortgage transactions but stopped receiving referrals of title
business after Fifth Third Mortgage required the use of Vista Settlement Services in each of its
mortgage loan closings.
II. PARTIES
a. The Named Plaintiff
6. Empire Title Services, Inc. (“Empire Title”) is an Indiana corporation with its
principal place of business in Richmond, Indiana. Empire Title is in the business of conducting
closings of mortgage transactions. Empire Title closed transactions funded by Fifth Third Bank,
until Empire Title was informed by a Fifth Third Mortgage loan officer that it would be required
to utilize Vista for the issuance of title insurance policies in order to continue receiving referrals
of Fifth Third Mortgage business. When Empire Title failed to take part in the referral scheme,
it ceased receiving referrals of Fifth Third Mortgage business.
b. The Co-Conspirators
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7. Co-Conspirator Fifth Third Mortgage is an Ohio corporation. It is engaged in the
business of consumer lending in Ohio and elsewhere. Over the relevant time frame of this
Complaint, Fifth Third Mortgage was a licensed mortgage lender in the State of Ohio.
8. Over the relevant time frame of this Complaint, Fifth Third Mortgage funded
thousands of mortgage loans where the borrowers were charged fees by the Vista ABA.
9. Co-conspirator Fifth Third Bank is an Ohio corporation. Fifth Third Bank
employs the loan officers who assist in extending mortgages through Fifth Third Mortgage, and
who are accordingly referred to herein as “Fifth Third Mortgage’s loan officers.”
10. Co-Conspirator Fifth Third Financial is an Ohio corporation. Fifth Third Financial
wholly owns Vista, Fifth Third Bank, and Fifth Third Mortgage. In connection with the
kickback and referral scheme challenged by this Complaint, Fifth Third Financial paid kickbacks
from the revenue of Vista, its wholly owned subsidiary, to Fifth Third Mortgage and Fifth Third
Mortgage’s loan officers. In addition, Fifth Third Financial took and was paid kickbacks and
referral fees from Vista’s revenue for its part in the scheme.
c. Vista
11. Vista is an “affiliated business arrangement” of Fifth Third Mortgage, Fifth Third
Bank, and Fifth Third Financial.
12. Vista is wholly owned by Fifth Third Financial, and is a sister company of Fifth
Third Mortgage and Fifth Third Bank.
13. Vista is licensed to act as a title insurance agency and to conduct other settlement
services involving mortgage loans in Ohio and also other states throughout the United States.
14. Upon information and belief, Vista purports to perform work in thousands of
mortgage loan transactions each year, but in actuality exists solely as a means to provide
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kickbacks and unearned fees to the Co-Conspirator Defendants, and to Fifth Third Mortgage’s
loan officers (employees of Fifth Third Bank) who refer business to co-operating settlement
agents. Vista was established by Fifth Third Financial to capture all title premium generating
business in Fifth Third Mortgage transactions, and to facilitate the payment of illegal referral
fees and kickbacks to Fifth Third Financial, its subsidiaries Fifth Third Bank and Fifth Third
Mortgage, and to Fifth Third Mortgage’s individual loan officers.
III. JURISDICTION AND VENUE
15. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §
1331 (Federal Question).
16. Venue is proper in this District because, under 28 U.S.C. § 1391(b), a substantial
part of the events giving rise to claims herein occurred within this District and the Co-
Conspirators all systematically and continually transact business in this District.
IV. FACTS APPLICABLE TO ALL COUNTS
17. At all times relevant to this Complaint, Fifth Third Mortgage has been a mortgage
lender and a provider of “settlement services” as that term is used in RESPA, 12 U.S.C. § 2602.
18. Fifth Third Mortgage, as a mortgage lender, is in a position to refer settlement
business to settlement agents and others. Upon information and belief, Fifth Third Financial and
Fifth Third Bank incited and agreed with Fifth Third Mortgage to use this position to allow Fifth
Third Financial, Fifth Third Bank and Fifth Third Mortgage (hereinafter occasionally referred to
collectively as “Fifth Third”) to reap unearned fees from mortgage transactions by using the
referral power of Fifth Third Mortgage’s loan officers to force settlement agents to, in turn, refer
title insurance business to Vista.
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19. As part of the typical mortgage loan transaction, the lender (here, Fifth Third
Mortgage), refers title insurance, escrow and other settlement work to a single settlement agent
or settlement services provider that, inter alia: (a) performs the title search and a title
examination; (b) issues a title insurance commitment; (c) escrows funds in connection with the
loan; (d) closes the loan; and (e) issues the title insurance policy and any title insurance
endorsements required by the lender. For performing these services, the settlement agent or
settlement services provider is paid one or more fees, as disclosed on the HUD-1 Settlement
Statement.
20. The settlement agent or settlement services provider is almost always selected
and/or designated by the lender or mortgage broker that originates the mortgage loan.
21. As part of their conspiracy, Fifth Third Financial, Fifth Third Bank and Fifth
Third Mortgage agreed to create a new settlement services company that would facilitate referral
fees and kickbacks to Fifth Third in connection with the title examination, title insurance, escrow
and settlement work. The new settlement services company would exist solely to permit Fifth
Third to make additional money from the loan transaction beyond their origination fees.
22. Towards this end, in or about September of 2006, Fifth Third Financial formed
the ABA Vista, which became a sister company of co-conspirators Fifth Third Bank and Fifth
Third Mortgage.
23. Vista was created to appear on the HUD-1 Settlement Statement in connection
with the loan settlement process, as the issuer of the title insurance commitment, the title
insurance policy and any title insurance endorsements required by Fifth Third.
b. The Co-Conspirators Systematically Run Mortgage Referral Business Through,

and Require the Use of, Vista, Without Disclosing Its Affiliation With The Co-
Conspirators as Required by Law.
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24. In order to insure that Vista received the fees for issuing the title insurance
commitment, the title insurance policy and any Fifth Third-required title insurance endorsements
in connection with all or substantially all of Fifth Third’s mortgage loans, Fifth Third required
any settlement agent or other settlement services company that was designated to perform the
title examination, title insurance, escrow and settlement services for a Fifth Third loan to refer
the issuance of the title insurance commitment, title insurance policy and any Fifth Third
required title insurance endorsements - all title insurance premium-generating aspects of the
transaction - to Vista. That is, Fifth Third conditioned its referral of settlement service business
to settlement agents upon their agreement to refer all “title insurance” work to Vista.
25. Fifth Third communicated this policy to its co-operating settlement agents who
performed both the title examinations and handled the escrow and settlement services. In
particular, upon information and belief, Fifth Third advised its co-operating settlement agents
that whenever a mortgage loan was referred to them by a Fifth Third Mortgage loan officer for
title and escrow services, all title insurance premium-generating business, i.e. issuance of the title
commitment, the title insurance policy and the Fifth Third-required title insurance endorsements,
had to be referred to Vista.
26. Moreover, upon information and belief, co-operating settlement agents were
instructed that, as a condition of doing business with Fifth Third, any fees attributable to the
issuance of the title commitment, the title insurance policy and any Fifth Third required title
insurance endorsements (i.e., the title insurance premium generating business or “title revenue”)
would be collected by and paid to Vista. The co-operating settlement agents’ charges for their
title examinations and escrow fees were limited to a fixed flat fee by Fifth Third both as to a
maximum amount, irrespective of the services being provided.
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27. Upon information and belief, because Vista received all the revenue from the
issuance of the title commitment, the title insurance policy and any Fifth Third-required title
insurance endorsements - revenue that normally would be collected by and paid to the co-
operating settlement agent - the co-operating settlement agents uniformly and consistently
inflated their fees, and/or added bogus and additional charges to make up for the lost revenue and
to insure that the maximum charges allowed by Fifth Third were maintained.
28. Settlement agents like the Named Plaintiff who refused to refer the issuance of the
title commitment, the title insurance policy and any Fifth Third-required title insurance
endorsements to Vista – i.e., require the borrower to use the services of Vista – were barred from
receiving any title insurance, escrow or settlement business from Fifth Third. Such non-co-
operating settlement agents were blacklisted and prohibited from participating in any future Fifth
Third Mortgage transactions when Fifth Third Mortgage would choose the settlement agent.
29. The fees obtained by the Defendants through Vista from Named Plaintiffs and the
Class, resulting from Fifth Third’s requirement that its co-operating settlement agents refer
business to Vista, were then kicked back in whole or in part to Fifth Third.
c. Vista Splits its Title Commitment and Insurance Premium Fees with Fifth Third
Mortgage’s Loan Officers
30. As part of the scheme to require borrowers to use Vista, and further secure the
steady stream of kickbacks and referral fees paid by Vista to Fifth Third, Defendants instituted a
comprehensive “referral fee program” with Fifth Third Mortgage’s loan officers.
31. Under the Defendants’ referral fee program – known as the “Fast Cash
Campaign” – Defendants designed and implemented a kickback program that paid Fifth Third
Mortgage’s loan officers 10% or more of Vista’s title revenue for every transaction referred or
directed through a cooperating settlement or closing agent to Vista.
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32. Under the “Fast Cash Campaign” Vista directly or indirectly split the title
insurance “revenue”– which Defendants designated as “incentive payments” – with any and all
Fifth Third Mortgage loan officers that referred business to cooperating settlement agents.
33. The split fees and referral payments were made on a monthly basis to Fifth Third
Mortgage loan officers, and were paid either directly or indirectly by Vista.
34. Upon information and belief, none of the Fifth Third Mortgage loan officers who
received a percentage or split of Vista’s title revenue were employed by Vista.
35. The Fifth Third Mortgage loan officers who received a percentage or split of
Vista’s title revenue, performed no additional services for their portion of the split fees; nor were
any bona fide goods or services supplied for such payments.
36. Rather, the “Fast Cash Campaign,” and/or other Vista kickback programs, were
designed solely to reward Fifth Third Mortgage’s loan officers for having referred and or
directed business to Vista, through referring settlement business to settlement agents who had
agreed in advance to refer title insurance business to Vista.
d. Defendants Did Not Disclose their Affiliation and Affirmatively Concealed both
their Relationship with Each Other, and the Fees Paid to or Split with the Fifth
Third Loan Officers
37. An “affiliated business arrangement” is defined in section 3(7) of RESPA, 12
U.S.C. §§ 2601, et seq. (12 U.S.C. § 2602(7)) as:
[A]n arrangement in which (A) a person who is in a position to refer business

incident to or as part of a real estate settlement service involving a federally
related mortgage loan, or an associate of such person, has either an affiliate
relationship with or a direct or beneficial ownership interest of more than 1
percent in a provider of settlement services; and (B) either of such persons
directly or indirectly refers such business to that provider or affirmatively
influences the selection of that provider.
38. The HUD regulations state further that:
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Affiliate relationship means the relationship among business entities where one
entity has effective control over the other by virtue of a partnership or other
agreement, or is under common control with the other by a third entity, or where
an entity is a corporation related to another corporation as parent to subsidiary by
an identity of stock ownership. 24 CFR § 3500.14(c)(2)(emphasis in original).
39. An affiliate relationship – such as the one between and among Vista, Fifth Third
Financial, Fifth Third Mortgage, and Fifth Third Bank – must be disclosed to consumers on a
separate sheet of paper, distinct from any other documents in the loan file. The consumer must
sign this disclosure.
40. As described above, however, Defendants Fifth Third Financial, Fifth Third Bank
and Fifth Third Mortgage organized Vista with an intent to affirmatively conceal its affiliation.
41. Neither Fifth Third nor Vista provided its borrowers with the requisite disclosure
identifying the affiliation between Fifth Third and Vista, as required by Federal law.
42. Nor did any borrower receive a disclosure, or sign one, or any other form of
notice, either that Vista was splitting the title revenue with the loan officer, or that the Fifth Third
Mortgage loan officer was going to receive unearned and illegal referral fees and kickbacks in
connection with the mortgage loan transaction.
43. Nor did any borrower receive a disclosure, or any other form of notice, that
Vista’s title revenue was, in reality, being paid to Fifth Third Financial, Fifth Third Mortgage,
Fifth Third Mortgage’s loan officers, and/or Fifth Third Bank as an illegal referral fee and
kickback in connection with the mortgage loan transaction.
44. The unearned or excessive fees allocable or payable to Vista are reflected on false
and misleading HUD-1 Settlement Statements which were in all relevant respects uniform across
all of its customers.
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45. The Vista fees paid to Fifth Third Financial, Fifth Third Bank, Fifth Third
Mortgage and Fifth Third Mortgage’s loan officers were unearned referral fees and kickbacks
and were paid at the expense and to the detriment of borrowers, in violation of federal law.
46. In addition, the referral of settlement business to co-operating settlement agents
was a “thing of value” (among other things, an opportunity to participate in a money-making
program) paid by Fifth Third Mortgage pursuant to an understanding between Fifth Third
Mortgage and the settlement agents that the settlement agents must, in turn, refer part of the
settlement business in the Fifth Third Mortgage transaction to Vista, also in violation of federal
law. The referral of business to Vista by those co-operating settlement agents, which was
accepted by Vista, was also a thing of value (among other things, an opportunity to participate in
a money-making program) paid by the co-operating settlement agents in return for the referral of
settlement services by Fifth Third Mortgage to the co-operating settlement agents.
47. Moreover, uniformly and consistently, neither Vista nor Fifth Third offered
borrowers a choice as to whether Vista would be utilized in their transaction. Indeed, settlement
agents doing business with Fifth Third Mortgage were required to refer business to Vista or lose
Fifth Third Mortgage’s business. Borrowers were thus required to use Vista, even though
RESPA prohibits such “required use.”
48. Defendants’ referral scheme entailed wholesale violations of RESPA as well as
numerous omissions of material facts, including but not limited to failing to inform customers of
the fees split and kicked back between the Defendants, the illegality of the referral scheme and
the illegality of the collection of fees imposed by Vista in violation of RESPA. As a result of
Defendants’ fraudulent omissions, customers went through with Fifth Third Mortgage
settlements using settlement agents who co-operated with Defendants and agreed to refer
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settlement business to Vista – and the Named Plaintiff and other settlement agents who refused
to take part in Defendants’ fraudulent scheme lost their business.
V. FACTS APPLICABLE TO NAMED PLAINTIFF
49. Named Plaintiff, Empire Title, opened for business in June, 2003. Empire Title
oversees the closing of mortgage loans, and issues title insurance in those mortgage loan
transactions. Empire Title is an approved underwriter for title insurers such as General Title and
Trust and Conestoga Title Insurance Company.
50. Empire Title marketed to Fifth Third Mortgage, and in 2007-2008 Empire Title
oversaw the closing of approximately 10-15 Fifth Third Mortgage transactions per month.
51. During this time, Empire Title was contacted by the Fifth Third loan officer who
worked with Empire Title, who said that he was getting a hard time from his managers and
supervisors at Fifth Third because Empire Title did not have its escrow account with Fifth Third
Bank. Empire Title subsequently moved its escrow and other bank accounts to Fifth Third Bank.
52. A month or so later, the same Fifth Third loan officer contacted Empire Title and
said that he was under pressure – again from his managers and supervisors at Fifth Third -
because Empire Title was not sending title insurance business to Vista. Rather, Empire Title was
issuing the title insurance policy itself and retaining the premium commissions generated by the
sale of the title insurance for its own benefit. The loan officer stated that until and unless Empire
Title agreed to refer its title insurance business to Vista, Fifth Third Mortgage would refer its
business to another settlement agent – Freedom Title. The Fifth Third Mortgage representative
also told Empire Title that it could get its business from Fifth Third back once it began referring
business to Vista. Empire Title declined or was not in a position to agree to refer business to
Vista.
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53. Because Empire Title declined to refer business to Vista, Fifth Third Mortgage
ceased sending it mortgage loans for settlement.
54. As a result of Fifth Third Mortgage’s refusal to send business to Empire Title
because Empire Title declined to engage in Defendants’ referral scheme, Empire Title has
suffered substantial losses and damages in the form of lost income which would have been
obtained in settling Fifth Third Mortgage transactions, including revenue from closing fees and
title insurance commissions. The damages suffered by Empire Title as a result of the
Defendants’ Referral Scheme and Empire Title’s refusal to be a part of it are readily calculable,
and total thousands of dollars.
VI. CLASS ACTION ALLEGATIONS
55. This action is properly maintainable as a class action pursuant to Fed. R. Civ. P.
23. The class of victims consists of:
All settlement agents, from September 30, 2006 to the present, who were
approved settlement agents for Fifth Third Mortgage transactions but stopped
receiving referrals of title business after Fifth Third Mortgage required the use of
Vista Settlement Services in each of its mortgage loan closings.
Excluded from the Class are those individuals who now or have ever been executives of
Defendants. The complaint covers the period from the time that Vista opened for business until
the resolution of this case.
56. The Class, as defined above, is identifiable. The Named Plaintiff is a member of
the Plaintiff Class.
57. The Class consists, on Plaintiffs’ information and belief, of hundreds of entities,
and is thus so numerous that joinder of all members is clearly impracticable.
58. The questions of law and fact in this case are uniquely common to all members of
the Plaintiff Class.
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59. There are questions of law and fact which are not only common to the Class, but
which predominate over any questions affecting only individual Class members. The
predominating questions include, but are not limited to:
(a) Whether Fifth Third Mortgage, Fifth Third Financial, and/or Fifth
Third Mortgage conspired to force settlement agents, in exchange for referrals of
Fifth Third Mortgage business to those settlement agents, to refer business to
Vista;
(b) Whether the Defendants are juridically linked through common
ownership and control;
(c) Whether the Defendants committed numerous acts of fraud in
furtherance of their scheme;
(d) Whether 18 U.S.C. §§ 1962, et seq. (“RICO”) applies to the
activities of the Defendants;
(e) Whether the Defendants were involved in racketeering activity;
(f) Whether there was a scheme to defraud in violation of the mail or
wire fraud statutes which constituted racketeering activity in furtherance of the
scheme;
(g) Whether the racketeering acts were conducted as part of a pattern;
(h) Whether the racketeering enterprise affected interstate commerce;
(i) Whether the Defendants’ activities in creating Vista and forcing
referrals of business to it, in order to boost profits and to create a flow of illegal
kickbacks and fee splits, constituted a pattern of racketeering activity;
(j) Whether Defendants utilized Vista as a racketeering enterprise;
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(k) Whether the commission by Co-Conspirators of numerous acts of
mail and wire fraud was in furtherance of their scheme;
(l) Whether Defendants sent or directed the sending of knowingly
false documents through the United States Postal Services and wires;
(m) Whether Defendants used the wires to take loan applications over
the telephone lines;
(n) Whether Defendants directly or indirectly invested in, maintained an
interest in, or participated in the conduct or management of an enterprise; and,
(o) Whether Defendants engaged in numerous fraudulent omissions to conceal
their scheme and to give the appearance that Vista was a legitimate enterprise.
60. The claims and defenses of the representative parties are typical of the claims or
defenses of the respective Class members.
61. The representative parties will fairly and adequately protect the interests of the
Class. The interests of the Named Plaintiff and of all other members of the Plaintiff Class are
identical and the Named Plaintiff is cognizant of its duties and responsibilities to the entire Class.
Plaintiffs’ lawyers are experienced in the conduct of class action litigation.
62. This action should proceed as a Plaintiff Class action under Fed. R. Civ. P.
23(b)(1). That is, the prosecution of separate actions by the individual members of the Plaintiff
Class would create a risk of inconsistent or varying adjudications with respect to individual
members of the Plaintiff Class which would establish incompatible standards of conduct for
them.
63. This action should also proceed as a Plaintiff Class action under Fed. R. Civ. P.
23(b)(2) because each of the Defendants have acted or refused to act on grounds generally
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applicable to the class, thereby making appropriate final injunctive relief and corresponding
declaratory relief with respect to the Class as a whole.
64. This action should also proceed as a Plaintiff Class action under Fed. R. Civ. P.
23(b)(3). As to that Rule, it is submitted that the questions of law or fact common to the
members of the Class predominate over any questions affecting only individual members, and
that a class action is superior to other available methods for the fair and efficient adjudication of
the controversy.
65. No member of the Class has a substantial interest in individually controlling the
prosecution of a separate action, but if he does, he may exclude himself from this Class upon the
receipt of notice under Fed. R. Civ. P. 23(c).
66. The difficulties likely to be encountered in the management of a class action in
this litigation are relatively insignificant, especially when weighed against the virtual
impossibility of affording adequate relief to the members of the Class through numerous separate
actions.
VII. CIVIL RICO SUMMARY
67. In connection with the activities giving rise to this action, the Defendants acted
with malice, intent and knowledge, and with a wanton disregard for the rights of Plaintiff and
other Class members.
68. At all relevant times herein, the “enterprise” described herein, Vista, which is an
entity registered with the State of Ohio and designed and formed by Defendants Fifth Third
Mortgage and Fifth Third Financial, operated separately and distinct from each other individual
Defendant. Vista was engaged in interstate commerce in that, inter alia, the settlement
transactions and title services which are the subject of the scheme to defraud set forth in this
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Complaint, involved property in Indiana, Ohio, and other states and the extension of mortgages,
and title insurance from out-of-state insurers, funded by wire or check that originated outside of
the states in which the subject properties were located, and which were serviced out-of-state.
69. Through the agreements between and among Fifth Third Financial, Fifth Third
Mortgage, Fifth Third Mortgage’s individual loan officers, and the settlement agents who agreed
to take part in the Defendants’ referral scheme and refer business to Vista, the Defendants and
these co-operating settlement agents formed an association-in-fact with each other which also
constitutes an “enterprise” engaged in illegal activities affecting interstate commerce pursuant to
18 U.S.C. §§ 1961(4) and 1962(a).
70. At all relevant times herein, in connection with the activities giving rise to this
action, the Defendants and co-operating settlement agents conspired with each other to engage in
the various activities set forth herein, agreed to participate in the operation of the conspiracy and
scheme to defraud its customers, to deny business to Plaintiff and other Class members, and
aided and abetted one another in these activities, all as proscribed by federal law.
71. As set forth herein, during the relevant times, and in furtherance of and for the
purpose of executing the scheme and artifice to defraud, the Defendants and co-operating
settlement agents on numerous occasions used and caused to be used, mail depositories of the
United States Postal Service by both placing and causing to be placed mailable matters in said
depositories and by removing and causing to be removed mailable matter from said depositories.
These mailings included, but were not limited to, the HUD-1 Settlement Statements in each
transaction, correspondence, other loan closing documents, and original copies of owner’s and
lender’s title insurance policies that fraudulently misrepresented the relationship between the Co-
Conspirators and concealed the true nature of services provided by Vista.
20
72. Specifically, each Fifth Third Mortgage customer received numerous packages in
the mail from Defendants and co-operating settlement agents prior to and after their loan
closings. These mailings included title insurance documents, HUD-1 Settlement Statements,
Good Faith Estimates, and other documents falsely characterizing the referral fee paid to Vista as
a fee for services, and/or naming Vista as a bona fide entity performing services in the
transaction and charging for those services. These mailings attempted to and were successful in
deceptively hiding the fact that the charges were not for services, but were disguised referral
fees, and that Vista was created to launder money back into the hands of Fifth Third Mortgage,
Fifth Third Financial, Fifth Third Bank, and Fifth Third Mortgage’s individual loan officers.
Fifth Third Mortgage’s customers did not and could not reasonably learn from these mailings the
fact that Vista was not operating according to law. Fifth Third Mortgage’s customers did not
protest the fees charged by Vista due to Defendants’ fraudulent omissions, in reliance on the
legitimacy of the transaction and the documents mailed to them.
73. For example, on or about March 24, 2009, Jill Powers and Patrick Powers (“the
Powers”), who are named class representatives in the related class action case Powers v. Fifth
Third Mortgage Company, et al., Case No. 1:09-cv-02059-LW, settled on the refinance of their
home at 8860 Belton Drive, North Ridgeville, Ohio 44039.
74. Fifth Third Mortgage was the Powers’ lender in the March 24, 2009 transaction,
and the Powers worked with a Fifth Third Mortgage loan officer in obtaining the mortgage loan
for their refinancing. The Fifth Third Mortgage loan officer referred the closing and title business
in the transaction to Centennial Title.
75. As part of the escrow and settlement services, the title insurance agent, as the
settlement agent, at the direction of Fifth Third Mortgage, delivered to the Powers a packet of
21
loan documents, including a false and misleading HUD-1 Settlement Statement and other loan
documents and disclosures.
76. According to the Powers’ HUD-1 Settlement Statement, the Powers paid $50 to
Vista for a “title insurance binder.” In addition, the Powers paid $366.40 to Vista for title
insurance from First American Title Insurance, $75.00 to Vista for an “EPA endorsement,” and
another $50.00 to Vista for a “Survey Endorsement.”
77. Upon information and belief, pursuant to the Defendants’ regular practices,
following the settlement, the fees charged in the name of Vista were split between Fifth Third
Financial, Fifth Third Mortgage, and Fifth Third Mortgage’s individual loan officers. Upon
information and belief, Fifth Third Mortgage’s loan officer was paid 10% or more of the title
revenue attributable to Vista on the HUD-1 Settlement Statement, as a reward for having steered
the title examination, title insurance, escrow and settlement business to the co-operating title
insurance agency and to Vista.
78. Moreover, the fees paid to Vista, as described above, in the usual transaction that
was free of affiliated business arrangements like Vista, would be paid to the settlement agent.
79. The HUD-1 Settlement Statement, and other documents provided to the Powers in
connection with the loan closing, also concealed from the Powers the fact that, as a kickback,
referral and/or split-fee, Fifth Third Mortgage, Fifth Third Financial, and/or Fifth Third
Mortgage’s individual loan officer(s) would be paid an additional fee, beyond that as portrayed
by the HUD-1.
80. Similar documents were sent through the U.S. mails in each Fifth Third Mortgage
transaction involving Vista in an attempt to conceal the true nature of the enterprise. The Co-
Conspirators and co-operating settlement agents repeated this pattern – that is, the fraudulent use
22
of the U.S. mails and causing others to use the U.S. mails in furtherance of the scheme – in
hundreds or thousands of similar real estate transactions. Fifth Third Mortgage’s customers
each relied on the deceptive documents and correspondence, and title insurance policy. Upon
information and belief, numerous other mailings were undertaken in furtherance of Defendants’
fraudulent scheme, the precise dates and contents of which are hidden and cannot be known
without access to Defendants’ books and records. Each such use of the U.S. mails in connection
with the scheme and artifice to defraud constituted the offense of mail fraud as proscribed and
prohibited by 18 U.S.C. § 1341.
81. Moreover, in each transaction in which Vista is involved, co-operating settlement
agents are required by Defendants to send via facsimile or electronic means to persons
purportedly working for Vista the information necessary to generate the title binder, and the title
binder is then sent back to the closing agent via facsimile.
82. As set forth herein, during the relevant times, and in furtherance of and for the
purpose of executing the scheme and artifice to defraud, the Defendants on hundreds or
thousands of occasions also used and caused to be used, telephone and other wire transmissions
including, but not limited to emailing and faxing loan documents such as the HUD-1 Settlement
Statements, title insurance documents, and Good Faith Estimates to the Plaintiffs and the Class
as well as to co-operating settlement agents and amongst each other, with the intent and in
furtherance of the scheme to defraud. Upon information and belief, numerous other uses of the
wires were undertaken in furtherance of Defendants’ fraudulent scheme, the precise dates and
contents of which are hidden and cannot be known without access to Defendants’ books and
records.
23
83. Each such use of the telephone and wire transmission in connection with the
scheme and artifice to defraud constituted the offense of wire fraud as proscribed and prohibited
by 18 U.S.C. § 1343.
84. Defendants’ enterprise, Vista, as well as the association-in-fact enterprise
including the co-operating settlement agents, has operated continuously from at least 2008 to the
present and affected hundreds or thousands of borrowers’ transactions through the use of form
documents that intentionally contained false information. The use of the U.S. mails and wires by
the enterprise and the association-in-fact enterprise interstate on hundreds or thousands of
occasions constitutes a pattern of racketeering activity.
85. The HUD-1 Settlement Statements, disclosures, and the other documents and
communications as described in more detail above (which contained fraudulent and false
statements made to Fifth Third Mortgage’s customers and which concealed material facts) were
intended to and did assure the customers that their mortgage transactions were proceeding
legitimately and legally, and influenced the customers to accept the process, as well as the
overcharges built into the Co-Conspirators’ fees, without question. Fifth Third Mortgage’s
customers did not learn from these documents and communications that Vista was operating in
violation of RESPA and RICO.
86. If Fifth Third Mortgage’s customers had then known of Defendants’ fraudulent
omissions and suspected that Vista was merely being used to facilitate and launder the payment
of illegal referral fees and kickbacks, at their expense, they would have refused to conduct
business with Vista, would not have paid the fees required and imposed by Defendants in the
name of Vista, and would have sought to secure their rights under the law at that time. Fifth
Third Mortgage’s customers paid the fees, however, because of the Defendants’ fraudulent
24
omissions and the deceptive documents and wires provided to them and others by Co-
Conspirators in connection with their transactions. The Defendants’ fraudulent omissions, and
Fifth Third Mortgage’s customers’ reasonable reliance on the mortgage documents, disclosures,
correspondence, communications and the apparent legitimacy of Vista enabled the scheme to
continue, and thus was one proximate cause of the damages suffered by Plaintiff and the Class.
87. Plaintiff and Class members’ injuries to their property were caused by
Defendants’ continuous operation of the enterprise and association-in-fact through the
reinvestment of illicit funds from the enterprise and association-in-fact back into the enterprise
and association-in-fact in that neither the enterprise nor the association-in-fact would have been
able to continue operating had it not been for the enterprise’s and association-in-fact’s prior
racketeering activities, and the continuous operation of the enterprise and association-in-fact put
Plaintiff and the Class at a greater and greater competitive disadvantage over time.
88. Plaintiff and Class members’ injuries to their property were also caused by the
pattern of racketeering activity of the enterprise and association-in-fact in that Plaintiffs and
Class members lost business, profits, and revenue to Vista and to settlement agents who agreed
to take part in the Defendants’ fraudulent scheme, and the profits of Vista were then split
between the enterprise’s members according to a prior written contract and/or other agreement.
VIII. CAUSES OF ACTION
COUNT I –- VIOLATION OF THE RACKETEER INFLUENCED CORRUPT

ORGANIZATIONS ACT - 18 U.S.C. § 1962(a)
(Co-Conspirator Defendants)
89. Plaintiff hereby incorporates by reference each and every allegation contained in
the foregoing paragraphs as if set forth fully herein.
25
90. Plaintiff and each class member is a “person” within the meaning of 18 U.S.C. §§
1961(3) and 1964(c).
91. Each Defendant and Co-Conspirator is a “person” within the meaning of 18
U.S.C. §§ 1961(3) and 1962(a).
92. Vista constitutes an “enterprise” within the meaning of 18 U.S.C. §§ 1961(4) and
1962(a), which enterprise was engaged in, and the activities of which affect, interstate
commerce.
93. Each of the Co-Conspirators was associated with the “enterprise” and did use or
invest income derived from a pattern of unlawful activity under 18 U.S.C. §§ 1961(1) and (5) to
operate, maintain control of, and maintain an interest in the enterprise.
94. These unlawful activities included multiple instances of mail and wire fraud,
including but not limited to use of the mails and wires in furtherance of the Defendants’
fraudulent omissions and their illegal referral scheme, the issuance of false and deceptive HUD-1
Settlement Statements and other settlement documents, faxed and emailed loan documents and
bank wired monies in violation of 18 U.S.C. §§ 1341 and 1343, which occurred uniformly and
consistently during the existence of the “enterprise” between 2008 and continuing to the present.
95. The purpose of the enterprise created by the Defendants was to establish an entity
through which Fifth Third Mortgage and Fifth Third Financial could conceal their referral
scheme, and conceal and launder illegal referral payments and kickbacks to themselves and the
Fifth Third Mortgage’s individual loan officers to reward Fifth Third Mortgage, Fifth Third
Financial, and Fifth Third Mortgage’s individual loan officers, at the expense of the borrower,
for having referred title and escrow business to closing agents willing to utilize Vista.
26
96. Through the use of this illegal and fraudulent scheme, and through its efforts to
operate and maintain the enterprise described herein and to maintain the conspiracy to facilitate
the payment of illegal referral fees and kickbacks to Fifth Third Mortgage, Fifth Third Financial
and Fifth Third Mortgage’s individual loan officers, the Co-Conspirators have been able to
launder illegal payments to Fifth Third Mortgage, Fifth Third Financial and Fifth Third
Mortgage’s individual loan officers through Vista, in violation of both Federal and State Law.
97. The Co-Conspirators retained these illegally gained funds and reinvested and used
those funds in their operations in violation of 18 U.S.C. § 1962(a).
98. Plaintiff and all Class members have been injured in their property by reason of
the operation of the enterprise in this unlawful manner.
WHEREFORE, Plaintiff prays that the Court:
A. Pursuant to 18 U.S.C. §1964(c), award Plaintiff and the Class members their
damages suffered by reason of the illegal acts set forth herein, including amounts they would
have received as profits from Fifth Third Mortgage transactions they were not referred due to the
Defendants’ fraudulent scheme, plus treble damages;
B. Certify this case as a Plaintiff Class action pursuant to Rule 23(b)(1), (2) and/or
(3) of the Federal Rules of Civil Procedure;
C. Award pre-judgment interest;
D. Award Plaintiff reasonable costs and attorneys’ fees; and
E. Award Plaintiff such other and further relief as the Court deems just and proper.
COUNT II - VIOLATION OF THE RACKETEER INFLUENCED CORRUPT

ORGANIZATIONS ACT - 18 U.S.C. § 1962(a)
Association-in-Fact
(All Defendants)
27
1961(3) and 1964(c).
101. Each Defendant and Co-Conspirator is a “person” within the meaning of 18
U.S.C. §§ 1961(3) and 1962(a).
102. Through the agreements between Fifth Third Financial, Fifth Third Mortgage,
Fifth Third Mortgage’s individual loan officers, and the settlement agents who agreed to take
part in the Defendants’ referral scheme and refer business to Vista, the Defendants and these co-
operating settlement agents formed an association-in-fact with each other which constitutes an
“enterprise” engaged in illegal activities affecting interstate commerce pursuant to 18 U.S.C. §§
1961(4) and 1962(a).
103. Each of the Co-Conspirators was associated with the “enterprise” and did use or
invest income derived from a pattern of unlawful activity under 18 U.S.C. §§ 1961(1) and (5) to
operate, maintain control of, and maintain an interest in the enterprise.
104. These unlawful activities included multiple instances of mail and wire fraud,
including but not limited to the issuance of false and deceptive HUD-1 Settlement Statements
and other settlement documents, faxed and emailed loan documents and bank wired monies in
violation of 18 U.S.C. §§ 1341 and 1343, which occurred uniformly and consistently during the
existence of the “enterprise” between 2008 and continuing to the present.
105. The purpose of the Defendants’ and the co-operating settlement agents’
association-in-fact was to charge borrowers exorbitantly high fees in respect of title services, and
to put at a competitive disadvantage and prevent the use of settlement agents who had not agreed
28
to refer business to Vista in Fifth Third Mortgage transactions and to give effect to the scheme
described above. This association-in-fact enabled Defendants to fund a kickback or referral fee
scheme, and to defraud the public by requiring settlement agents to refer business to Vista, and
thus requiring the customer to pay bogus and illegal fees.
106. The association-in-fact had the common or shared purpose to charge customers
phony and illegal fees, to defraud Plaintiff and the Class and other members of the public, to put
Plaintiff and the Class at a competitive disadvantage, and to give effect to the “kickback” and
“fee referral” scheme described above, and had a distinct division of labor. It continued as a
unit, with a core membership, over a substantial period of time and was an ongoing organization
established for an economic motive. The association-in-fact remained viable and active at the
time this action was filed.
107. Fifth Third Mortgage, Fifth Third Financial, Fifth Third Mortgage’s individual
loan officers, Vista, and co-operating settlement agents each played a substantial and distinct role
in the scheme.
108. In this association-in-fact, Fifth Third Mortgage made the initial contact with the
borrower. Fifth Third Mortgage falsely and intentionally misrepresented to Fifth Third
Mortgage’s customers that Vista provided and offered valuable services for Fifth Third Mortgage
borrowers.
109. Fifth Third Mortgage and Fifth Third Mortgage’s loan officers then referred the
title and closing work for the loan to a co-operating closing agent who had agreed to utilize
Vista, to place Vista on mortgage loan documents as an entity performing services in the
transaction and charging a fee. This fee to Vista was then paid to Fifth Third Mortgage, Fifth
29
Third Financial and/or Fifth Third Mortgage’s individual loan officers as a referral fee or
kickback.
110. At all times, however, Fifth Third Mortgage, Fifth Third Bank, Fifth Third
Financial and the co-operating settlement agents knew that Vista performed virtually no work in
respect of the loan despite the fact that it received a substantial fee.
111. Fifth Third Mortgage, Fifth Third Financial and Fifth Third Mortgage’s individual
loan officers also actively participated in the scheme to defraud by accepting payment of the fee
passed-through Vista.
112. Fifth Third Financial and Fifth Third Mortgage also actively participated in the
scheme to defraud by negotiating the terms of its various agreement(s) with its Co-Conspirators.
The improper use of these agreements permitted Defendants to require settlement agents to refer
business to Vista, permitted Defendants to blacklist settlement agents who did not agree to refer
business to Vista and to prevent them from receiving Fifth Third Mortgage business, and
permitted Defendants to force borrowers to unwittingly pay earned and illegal fees in respect of
mortgage loan transactions.
113. Fifth Third Mortgage and Fifth Third Financial utilized this scheme to generate a
large volume of referrals of closing business to Vista. To further the scheme, the Co-
Conspirators issued and oversaw the issuance of false and deceptive disclosures and HUD-1
Settlement Statements which concealed material facts and which were intended to and did
mislead the public and their customers about the true nature of the scheme to defraud and the
true costs and fees resulting from the transaction.
114. Each Fifth Third Mortgage customer received a HUD-1 Settlement Statement and
various disclosures through the United States Postal Service and/or facsimile or electronic mail.
30
115. The HUD-1 Settlement Statements and disclosures (which contained fraudulent
and false statements and which concealed material facts) were intended to and did assure the
customers that the title work attributed to Vista was proceeding legitimately and legally, and
influenced the customers to accept the process, as well as the phony charges, without question.
The customers received the impression from the HUD-1 Settlement Statement and disclosures
that the phony and bogus service fees attributed to Vista were legal and legitimate. The
customers did not learn from the HUD-1 Settlement Statement that the fees were illegal and in
violation of the law. If Fifth Third Mortgage’s customers had then suspected that Vista was a
bogus entity and merely being used to facilitate the payment of illegal referral fees and
kickbacks, at their expense, they would have refused to conduct business with Vista, and would
not have paid the fees. The customers’ reasonable reliance on the fraudulent documents enabled
the scheme to continue, and thus was one proximate cause of the damages suffered by Plaintiff
and the class.
116. Vista’s role in this scheme was to launder the funds paid by the borrowers for title
closing costs. Although the HUD-1 Settlement Statements each represented that Vista was paid
ostensibly valid fees for such services, the fees payable to Vista, as reflected on each HUD-1
Settlement Statement, were in fact (and unknown to the borrower) paid to Fifth Third Mortgage,
Fifth Third Financial, and Fifth Third Mortgage’s individual loan officers. Fifth Third
Mortgage’s customers relied upon the representations by the Co-Conspirators that Vista was an
entity performing true and valid services for the borrower and, further, that the fees payable to
Vista were legal and legitimate.
117. All of these activities of the association-in-fact form a pattern, continuous in
nature, which consists of numerous unlawful individual acts. The illegal activities of Defendants
31
persisted over an extended period of time between 2008 and continuing to the present. Each
fraudulent HUD-1 Settlement Statement, as well as the other false and misleading documents,
were provided to Fifth Third Mortgage customers in furtherance of the conspiracy for which the
Defendants are liable. The reliance of the Fifth Third Mortgage customers on the material
omissions in the documents and the falsehoods contained in such documents was reasonable and
justified because such documents would and did cause persons of ordinary experience to be
convinced of the legality and legitimacy of Vista.
118. These activities of the Co-Conspirators entailed multiple instances of mail fraud
consisting of intentional mail fraud intended to induce, and inducing, Fifth Third Mortgage’s
customers to part with property and/or to surrender legal rights, and preventing Plaintiff and the
Class from obtaining those customers’ business, in violation of 18 U.S.C. § 1341.
119. These activities of the Co-Conspirators also entailed multiple instances of wire
fraud consisting of intentional wire fraud intended to induce, and inducing, Fifth Third
Mortgage’s customers to part with property and/or to surrender legal rights, and preventing
Plaintiff and the Class from obtaining those customers’ business, in violation of 18 U.S.C. §
1343.
120. Through the use of this illegal and fraudulent scheme, and through its efforts to
operate and maintain the enterprise described herein, to maintain the conspiracy and to facilitate
the payment of illegal referral fees and kickbacks to Fifth Third Mortgage, Fifth Third Financial
and Fifth Third Mortgage’s individual loan officers by laundering funds through Vista, the Co-
Conspirators have been able to retain money which is rightfully payable to Plaintiff and Class
members.
32
121. The Co-Conspirators retained these illegally gained funds and reinvested and used
those funds in their operations in violation of 18 U.S.C. § 1962(a).
122. Plaintiff and all class members have been injured in their property by reason of
the operation of the enterprise in this unlawful manner.
D. Award Plaintiffs reasonable costs and attorneys’ fees; and
E. Award Plaintiffs such other and further relief as the Court deems just and proper.
COUNT III - VIOLATION OF THE RACKETEER INFLUENCED CORRUPT

ORGANIZATIONS ACT - 18 U.S.C. § 1962(c)
1961(3) and 1964(c).
125. Defendants Fifth Third Mortgage, Fifth Third Financial and Vista are “persons”
within the meaning of 18 U.S.C. §§ 1961(3) and 1962 (c).
33
1962(c), which enterprise was engaged in, and the activities of which affect, interstate
commerce.
127. Defendants were associated with the enterprise through their joint ownership in
the enterprise, and its fraudulent and inflated charges, and participated in its management and
operation by directing its affairs and assisting in the fraudulent Referral Scheme. The defendants
participated, directly and indirectly, in the conduct of the enterprise's affairs through a pattern of
unlawful activity under 18 U.S.C. § 1961(i)(b), 1961(5) and 1962(c), to wit:
(a) Multiple acts of mail fraud, in violation of 18 U.S.C. § 1341;
(b) Multiple instances of wire fraud in violation of 18 U.S.C. § 1343; and
(c) Multiple instances of interstate transport of money converted or
fraudulently obtained in violation of 18 U.S.C. § 2314.
128. Plaintiff and each Class member suffered injury to their property, within the
meaning of 18 U.S.C. § 1964(c), by reason of the violation of 18 U.S.C. § 1962(c).
Defendants’ fraudulent scheme, amounts to compensate them for the injuries to their competitive
position, plus treble damages;
34
COUNT IV - VIOLATION OF THE RACKETEER INFLUENCED CORRUPT

ORGANIZATIONS ACT - 18 U.S.C. § 1962(c)
Association-in-Fact
(All Defendants)
1961(3) and 1964(c).
131. The Co-Conspirators are “persons” within the meaning of 18 U.S.C. §§ 1961(3)
and 1962 (c).
132. The association-in-fact described in Count II above is an “enterprise” within the
meaning of 18 U.S.C. §§ 1961(4) and 1962(c), which enterprise was engaged in, and the
activities of which affect, interstate commerce.
133. Defendants are each associated with the enterprise and participated in its
management and operation by directing its affairs and by conducting business with each other
and assisting in the scheme to charge borrowers phony and illegal fees in connection with their
mortgage loan closing. The Defendants each participated, directly and indirectly, in the conduct
of the enterprise's affairs through a pattern of unlawful activity under 18 U.S.C. § 1961(i)(b),
1961(5) and 1962(c), to wit:
(a) Multiple acts of mail fraud, in violation of 18 U.S.C. § 1341;
(b) Multiple instances of wire fraud in violation of 18 U.S.C. § 1343; and
(c) Multiple instances of interstate transport of money converted or
fraudulently obtained in violation of 18 U.S.C. § 2314.
35
134. Each Class member suffered injury to their property, within the meaning of 18
U.S.C. § 1964(c), by reason of the violation of 18 U.S.C. § 1962(c).
D. Award Plaintiffs reasonable costs and attorneys’ fees; and
E. Award Plaintiffs such other and further relief as the Court deems just and proper.
COUNT V - VIOLATION OF THE RACKETEER INFLUENCED CORRUPT

ORGANIZATIONS ACT - 18 U.S.C. § 1962(d)
136. Plaintiff and each member of the Class are “persons” within the meaning of 18
U.S.C. §§ 1961(3) and 1964(c).
and 1962(d).
1962(a), which enterprise was engaged in, and the activities of which affect, interstate
commerce.
36
139. The Defendants as Co-Conspirators were associated with the enterprise described
herein, and conspired within the meaning of 18 U.S.C. § 1962(d) to violate § 1962(a).
140. The Defendants as Co-Conspirators conspired to use or invest income derived
from a pattern of unlawful activity under 18 U.S.C. § 1961(1) to operate, maintain control of,
and maintain an interest in the enterprise and have done so through a pattern of unlawful activity
including under 18 U.S.C. § 1961(1), inter alia, multiple instances of mail fraud in violation of
18 U.S.C. § 1341 and wire fraud in violation of 18 U.S.C. § 1343.
141. The named Plaintiff and each Class member has suffered injury to property within
the meaning of 18 U.S.C. § 1964(c) by reason of the commission of overt acts constituting illegal
activity in violation of 18 U.S.C. §§ 1961(1), 1962(d).
COUNT VI -- VIOLATION OF THE RACKETEER INFLUENCED CORRUPT

ORGANIZATIONS ACT - 18 U.S.C. § 1962(d)
Association-in-Fact
(All Defendants)
37
143. Plaintiff and each member of the Class are “persons” within the meaning of 18
U.S.C. §§ 1961(3) and 1964(c).
and 1962(d).
145. The association-in-fact described in Count II above is an “enterprise” within the
meaning of 18 U.S.C. §§ 1961(4) and 1962(a), which enterprise was engaged in, and the
activities of which affect, interstate commerce.
146. The Defendants as Co-Conspirators are associated with the enterprise described
herein, and conspired within the meaning of 18 U.S.C. § 1962(d) to violate § 1962(a).
147. The Defendants as Co-Conspirators conspired to use or invest income derived
from a pattern of unlawful activity under 18 U.S.C. § 1961(1) to operate, maintain control of,
and maintain an interest in the enterprise and have done so through a pattern of unlawful activity
including under 18 U.S.C. § 1961(1), inter alia, multiple instances of mail fraud in violation of
18 U.S.C. § 1341 and wire fraud in violation of 18 U.S.C. § 1343.
148. The named Plaintiff and each Class member has suffered injury to his property
within the meaning of 18 U.S.C. § 1964(c) by reason of the commission of overt acts
constituting illegal activity in violation of 18 U.S.C. §§ 1961(1), 1962(d).
38
Respectfully submitted,
Dated: September 30, 2010 /s/Richard S. Gordon/by David G. Oakley__

Richard S. Gordon
Benjamin H. Carney
QUINN, GORDON & WOLF, CHTD.
102 West Pennsylvania Ave., Suite 402
Baltimore, Maryland 21204
Tel. (410) 825-2300
Fax. (410) 825-0066
/s/ David G. Oakley

Edward G. Kramer (2224873)
David Oakley (0068362)
THE FAIR HOUSING LAW CLINIC
3214 Prospect Avenue, East
Cleveland, Ohio 44115-2600
Tel. (216) 431-5300
Fax (216) 431-6149
Cyril V. Smith
ZUCKERMAN SPAEDER LLP
100 E. Pratt St., Suite 2440
Baltimore, Maryland 21202
Tel. (410) 332-0444
Fax. (410) 659-0436
Attorneys for Plaintiff
39
Request for Jury Trial
Plaintiff demands a trial by jury on all causes of action set forth herein.
/s/ David G. Oakley _________________

Richard S. Gordon
David G. Oakley
40

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Case: 1:10-cv-02208-PAG Doc #: 1 Filed: 09/30/10 1 of 40.

IN THE UNITED STATES DISTRICT COURT

EMPIRE TITLE SERVICES, INC. *

Individually and on behalf of a class *

VISTA SETTLEMENT SERVICES, LLC *

CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL

Fifth Third Financial Corporation (“Fifth Third Financial”).

3. As set forth below, Fifth Third Financial Corporation created an “Affiliated

4. Fifth Third Mortgage, a wholly-owned subsidiary of Fifth Third Financial, and a

settlement services for their loans, including closing or settlement agents.

5. As part of the Defendants’ corporate objective to maximize their profits and to

6. Defendants together have engaged in a practice of intimidating and pressuring

the cool climate of the current real estate market.

Third required title insurance endorsements.

9. As a result, referring business (i.e., a thing of value) to Vista was imposed by

Fifth Third Mortgage’s loan officers.

agents subjected to and damaged by Defendants’ fraudulent scheme.

mortgage loan closings.

a. The Named Plaintiff

it ceased receiving referrals of Fifth Third Mortgage business.

7. Co-Conspirator Fifth Third Mortgage is an Ohio corporation. It is engaged in the

9. Co-conspirator Fifth Third Bank is an Ohio corporation. Fifth Third Bank

Bank, and Fifth Third Financial.

Third Mortgage and Fifth Third Bank.

Mortgage, and to Fifth Third Mortgage’s individual loan officers.

III. JURISDICTION AND VENUE

1331 (Federal Question).

Conspirators all systematically and continually transact business in this District.

IV. FACTS APPLICABLE TO ALL COUNTS

18. Fifth Third Mortgage, as a mortgage lender, is in a position to refer settlement

title insurance business to Vista.

b. The Co-Conspirators Systematically Run Mortgage Referral Business Through,

had to be referred to Vista.

maximum amount, irrespective of the services being provided.

directed through a cooperating settlement or closing agent to Vista.

received a percentage or split of Vista’s title revenue were employed by Vista.

any bona fide goods or services supplied for such payments.

agreed in advance to refer title insurance business to Vista.

37. An “affiliated business arrangement” is defined in section 3(7) of RESPA, 12

U.S.C. §§ 2601, et seq. (12 U.S.C. § 2602(7)) as:

[A]n arrangement in which (A) a person who is in a position to refer business

38. The HUD regulations state further that:

sign this disclosure.

connection with the mortgage loan transaction.

kickback in connection with the mortgage loan transaction.

all of its customers.

46. In addition, the referral of settlement business to co-operating settlement agents

was a “thing of value” (among other things, an opportunity to participate in a money-making

settlement services by Fifth Third Mortgage to the co-operating settlement agents.

RESPA prohibits such “required use.”

48. Defendants’ referral scheme entailed wholesale violations of RESPA as well as

to take part in Defendants’ fraudulent scheme lost their business.

V. FACTS APPLICABLE TO NAMED PLAINTIFF

Trust and Conestoga Title Insurance Company.

ceased sending it mortgage loans for settlement.

and total thousands of dollars.

VI. CLASS ACTION ALLEGATIONS

23. The class of victims consists of:

the resolution of this case.

the Plaintiff Class.

and is thus so numerous that joinder of all members is clearly impracticable.

the Plaintiff Class.

predominating questions include, but are not limited to:

Third Mortgage conspired to force settlement agents, in exchange for referrals of