Lahijani v. U.S. Bank Trust National Association

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
ARMAN LAHIJANI,
Plaintiff,
v.
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee for
LSF9 Master Participation
Trust, and SELECT PORTFOLIO
SERVICING, INC.,
Defendants.
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CIVIL ACTION NO.
MEMORANDUM OPINION AND ORDER
5-5366
Arman Lahijani ("Plaintiff") filed action against U.S.
Bank Trust National Association ("U.S. Bank") and Select Portfolio
Servicing, Inc. ("SPS") (referred to collectively as "Defendants")
in the 400th Judicial strict Court of Fort Bend County, Texas,
alleging that Defendants violated§ 5.065 of the Texas Property
Code, breached the duty of cooperation under Texas law, and that
Plaintiff is entitled to accounting and redemption.1 Defendants
removed the case to the Southern District of Texas on November 10,
2025.2 Pending before the court is Defendants' Rule 12(c)
1Plaintiff's Original Petition, Application for Temporary
Restraining Order, Temporary Injunction, Permanent Injunction and
Request for Disclosures ("Original Petition"), Exhibit 1 to
Defendants' Removal Notice, Docket Entry No. 1-2, pp. 1-2, 6-7.
All page numbers reference the pagination imprinted at the top of
the page by the court's Electronic Case ing system.
2Defendants' Removal Notice, Docket Entry No. 1, p. 1.
United States District Court
Southern District of Texas
ENTERED
December 17, 2025
Nathan Ochsner, Clerk
Case 4:25-cv-05366 Document 8 Filed on 12/17/25 in TXSD Page 1 of 10

Dismissal Motion ("Defendants' MTD") (Docket Entry No. 5). For the
reasons stated below, Defendants' MTD will be granted, and this
action will be dismissed with prejudice.
I. Background
In 2005 Marietta Fountain executed a Note and Deed of Trust
(referred to collectively as "mortgage") encumbering real property
located at 7443 Neal Ridge, Missouri City, TX 77489 ("the
property").3 When the mortgage was executed Beneficial Texas Inc.
was the lender. In 2015 Beneficial Financial I Inc. assigned its
rights under the mortgage to U.S. Bank, as Trustee.4 In 2025 U.S.
Bank posted the property for foreclosure after its Rule 736 action
was granted. 5
3Loan Repayment and Security Agreement, Exhibit A to
Defendants' MTD, Docket Entry No. 5-2, p. 6. Mortgage, Exhibit B
to Defendants' MTD, Docket Entry No. 5-2, p. 9. The court takes
judicial notice of the documents attached to Defendants' MTD, which
are either public records, the court's own records, or documents
referenced by the Petition and central to the Original Petition's
claims. See 5B CHARLES A. WRIGHT & ARTHUR R. MILLER, FEDERAL
PRACTICE AND PROCEDURE § 1357 (4th ed. suppl. July 12, 2024)
(" [C] ourts resolving Rule 12(b)(6) motions may consider matters
incorporated by reference or integral to the claim, items subject
to judicial notice, matters of public record, orders, items
appearing in the record of the case, and exhibits attached to the
complaint whose authenticity is unquestioned without converting the
motion into one for summary judgment under Rule 12(d).").
4Assignment of Mortgage/Deed of Trust, Exhibit C to
Defendants' MTD, Docket Entry No. 5-2, p. 19. Beneficial
Financial I 'Inc. was the successor by merger to Beneficial Te�as
Inc. Defendants' MTD, Docket Entry No. 5, p. 2.
5Order, Exhibit D to Defendants' MTD, Docket Entry No. 5-2,
pp. 23-25.
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Plaintiff asserts that despite the fact he purchased the
property and assumed the mortgage in 2024, U.S. Bank "failed to
include or serve [him] as a necessary party in the Rule 736
action." 6 When Plaintiff learned of the foreclosure sale, he
contacted SPS to pay off the remaining balance.7 However,
Plaintiff asserts that SPS "provided [him] with a written
reinstatement amount and a verbal payoff amount" that were
"substantially higher than what [he] believes is owed." 8 Plaintiff
filed suit against Defendants in the 400th Judicial District Court
of Fort Bend County, Texas, alleging that (1) Defendants violated
§ 5.065 of the Texas Property Code, (2) Plaintiff is entitled to
accounting and redemption, and (3) Defendants breached the duty of
cooperation.9
Defendants removed the action to this court based on diversity
jurisdiction.10 On November 13, 2025, Defendants filed a motion for
judgment on the pleadings arguing that Plaintiff "failed to state
6Original Petition, Exhibit 1 to Defendants' Removal Notice,
Docket Entry No. 1-2, pp. 3-5 11 7-9. Plaintiff asserts that U.S.
Bank was aware that the property had been sold to Plaintiff because
his "father Ali Lahijani paid off the delinquent balance on the
loan at the time of the sale and then made payments on the loan
which were accepted by the Defendants." Id. at 4 1 9.
7 Id. at 4 1 11.
8 Id. at 4-5 i 11.
9 Id. at 6-7.
10 Defendants' Removal Notice, Docket Entry No. 1, pp. 2-3.
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a claim upon which relief can be granted."11
filed a response.
Plaintiff has not
II. Legal Standard
A motion for judgment on the pleadings under Federal Rule of
Civil Procedure 12(c) is subject to the same standard as a motion
to dismiss under Rule 12(b) (6). Doe v. MySpace, Inc., 528 F.3d
413, 418 (5th Cir. 2008); see also Great Plains Trust Co. v. Morgan
Stanley Dean Witter & Co., 313 F.3d 305, 313 n.8 (5th Cir. 2002)
("Rule 12(b)(6) decisions appropriately guide the application of
Rule 12(c) because the standards for deciding motions under both
rules are the same."). A Rule 12(b)(6) motion tests the formal
sufficiency of the pleadings and is "appropriate when a defendapt
attacks the complaint because it fails to state a legally
cognizable claim." Ramming v. United States, 281 F.3d 158, 161
(5th Cir. 2001) (per curiam), cert. denied sub nom. Cloud v.
United States, 122 S. Ct. 2665 (2002). "To survive a motion to
dismiss, a complaint must contain sufficient factual matter,
accepted as true, to 'state a claim to relief that is plausible on
its face."' Ashcroft v. Igbal, 129 S.
(quoting Bell Atlantic Corp. v. Twombly,
(2007)).
Ct. 1937, 1949 (2009)
127 S. Ct. 1955, 1974
Pursuant to Local Rules 7.3 and 7.4, because Plaintiff has not
responded to Defendants' MTD within 21 days, the motion is treated
11 Defendants' MTD, Docket Entry No. 5, p. 5.
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as unopposed;.12 Failure to oppose the motion is not in itself
grounds for granting the motion, however. Servicios Azucareros
de Venezuela, C.A. v. John Deere Thibodeaux, Inc., 702 F.3d 794,
806 (5th Cir. 2012). The court must assess the legal sufficiency
of the complaint to determine whether dismissal is warranted. Id.
III. Analysis
A. Plaintiff has not alleged facts which, if proved true, would
establish that Defendants violated § 5. 06 of the Texas
Property Code.
Plaintiff argues that U.S. Bank violated§ 5.065 of the Texas
Property Code by failing "to include or serve [him] as a necessary
party in the Rule 736 action."13
However, § 5.065 of the Texas Property Code "concerns
executory contracts." Preston v. PHH Mortgage Corp., Civil Action
No. 4:23-CV-03857, 2024 WL 4008196, at *4 (S.D. Tex. Aug. 29,
2024). Because this case involves a mortgage loan, and Plaintiff
has not alleged that he executed an executory contract for the
conveyance of the property or any other real property, § 5.065 of
the Texas Property Code does not apply.
12 See Local Rules of the United States District Court for the
Southern District of Texas, Rule 7.3 ("Opposed motions will be
submitted to the judge 21 days from filing without notice from the
clerk and without appearance by counsel.") and Rule 7.4 ("Failure
to respond to a motion will be taken as a representation of no
opposition.").
13 Original Petition, Exhibit 1 to Defendants' Removal Notice,
Docket Entry No. 1-2, pp. 3-4 11 7, 9.
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B. Plaintiff has not alleged facts which, if proved true, would
establish that he is entitled to accounting or redemption.
Plaintiff argues that he is entitled to an accounting or
redemption under articles 6132b-7.01 of the Texas Revised
Partnership Act because "there is a clear dispute over the manner
in which to allocate the funds which have been paid to Defendants
by Plaintiff and whether such funds were appropriately accounted
for by Defendants."14
The Texas Revised Partnership Act "governs the relations
between partners when the partners have not agreed otherwise."
Coleman v. Coleman, 170 S.W.3d 231, 236 (Tex. App.-Dallas 2005,
pet. denied) . Articles 6132b-7.01 to 6132b-7. 03 of the Texas
Revised Partnership Act specifically govern a partner's withdrawal
if the business is not wound up.15 Since Plaintiff does not allege
that a partnership exists between him and Defendants and the
sections Plaintiff cites have expired, this claim has no merit.
C. Plaintiff has not alleged facts which, if proved true, would
establish that Defendants breached the duty to cooperate.
Plaintiff argues that Defendants breached their duty of
cooperation by "fail[ing] to respond to Plaintiff's requests for an
updated payoff until it was too late for the parties to reach an
agreement on the delinquent balance."16
Hid. at 7 <][ 20.
15Articles 6132b-7. 01 to
Partnership Act are expired.
6132b.
6132b-7.03 of the Texas Revised
Vernon's Ann. Tex. Civ. Stat. art.
16 Original Petition, Exhibit 1 to Defendants' Removal Notice,
Docket Entry No. 1-2, p. 7 i 23.
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"The implied duty of cooperation 'requires that a promisee'
does not 'hinder, prevent, or interfere with the promisor's ability
to perform his duties under an agreement.'" ISS Aviation, Inc.
Wyoming v. Bell Textron, Inc., No. 24-10063, 2025 WL 4000034, at *7
(5th Cir. Feb. 5, 2025)) (per curiam) (quoting Bank One, Texa·s,
N.A., v. Stewart, 967 S.W.2d 419, 435 (Tex. App.-Houston [14th
Dist.] 1998, pet. denied)). "Texas law permits an implied duty,
such as that to cooperate, when it rests 'on the presumed intention
of the parties as gathered from the terms as actually expressed in
the written instrument itself, and it must appear that it was so
clearly within the contemplation of the parties that they deemed it
unnecessary to express it.'" ISS Aviation, 2025 WL 400034, at *7
(quoting Universal Health Services, Inc. v. Renaissance Women's
Group, P.A., 121 S.W.3d 742, 748 (Tex. 2003))
original).
(emphasis in
Additionally, "'as a general rule, only parties to a contract
can sue to enforce it.'" Emeka v. Wells Fargo Bank N.A., Civil
Action No. H-24-2321, 2025 WL 2462975, at *5 (S.D. Tex. Aug. 26,
2025) (quoting Southern Methodist University v. South Central
Jurisdictional Conference of the United Methodist Church, 716
S.W.3d 475, 489 (Tex. 2025)). "Owners who have purchased mortgaged
property from a borrower, but who have not assumed the mortgage
loan do not have standing to sue for breach of the underlying
documents if they are not party to the original loan contracts."
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Id. In other words, "[t]he parties to [a mortgage] are defined as
the lender and the borrower.n 402 Lone Star Property, LLC v. Bank
of America, N.A., No. 03-13-00322-CV, 2014 WL 4058715, at *3 (Tex.
App.-Austin Aug. 12, 2014, no pet.).
Plaintiff has not alleged facts which, if proved true, would
establish that Defendants breached the duty to cooperate. Although
ff states he assumed the mortgage, because none of the
mortgage documents identify Plaintiff as the borrower, 17 Plaintiff
cannot sue to enforce the original loan contracts. Emeka, 2025
WL 2462975, at *5; see also 402 Lone Star Property, LLC, 2014
WL 4058715, at *3 (holding that a purchaser only "obtain[s] the
rights of a borrower under a deed of trustn when the purchaser
"take[s] the affirmative steps of requesting and receiving written
approval from the lender to assume the borrower's obligations under
the deed of trustn }; Montenegro v. Ocwen Loan Servicing, LLC, 419
S.W.3d 561, 564, 571 (Tex. App.-Amarillo 2013, pet. denied) (same).
17Loan Repayment and Security Agreement, Exhibit A to
Defendants' MTD, Docket Entry No. 5-2, pp. 2, 6-7; Mortgage,
Exhibit B to Defendants' MTD, Docket Entry No. 5-2, pp. 9, 16.
Plaintiff provides no additional facts to support that he assumed
the Mortgage. Because the Mortgage allows the lender to accelerate
the loan if the borrower sells or transfers its interest the
property without the lender's prior written consent, ff's
bare assertion that he assumed the Mortgage does not "contain
sufficient factual matter to 'state a claim to relief that is
plaus on its face."' Ashcroft, 129 S. Ct. at 1949 (quoting
Twombly, 127 s. Ct. at 1974); see also 402 Lone Star Property, LLC,
2014 WL 4058715, at *3 (discussing that the deed of trust required
written approval from the lender before successor in interest
was considered the borrower because the deed of trust included
language that allowed the lender to accelerate the loan if the
borrower's interest in the property was transferred without the
lender's prior written consent).
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Moreover, even Plaintiff assumed the mortgage, " is
not any 'precedential authority to support the existence of an
implied covenant to provide a payoff amount in a transaction
involving a promissory note and deed of trust.'"18 Dick v. Colorado
Housing Enterprises, L.L.C., 780 F. App'x 121, 124 (5th Cir. 2019)
(quoting Graves v. Logan, 404 S.W.3d 582, 585-86 (Tex. App.-Houston
[1st Dist.] 2010, no .)) (affirming the lower court's decision
to grant the defendant's motion to dismiss the plaintiff's breach
of contract' claim, which was based on defendant's failure to
provide the plaintiff with the amount of payment necessary for
reinstatement); see also Mass v. Wells Fargo Bank, N.A., Civil
Action No. H-21-2962, 2022 WL 61161, at *5 (S.D. Tex. Jan. 6, 2022)
(holding that merely asserting that the defendant "did not respond
[] with the information needed to properly perform the obligations
of the Loan . . . does not amount to an allegation that Defendant
hindered, prevented, or interfered with Plaintiff's ability to
perform her duties under the contract").
D. The ccurt will not grant leave to amend.
Under Rule 15 (a) (2), "[t] he court should freely give leave [to
amend] when justice so requires." Fed. R. Civ. P. 15 (a) (2).
"Leave to amend is not automatic, but a district court needs
18Even if there were an implied covenant to provide a payoff
amount, Plaintiff states in his Original Petition that SPS provided
him with a "written reinstatement amount and a verbal payoff
amount." Original Petition, Exhibit 1 to Defendants' Removal
Notice, Docket Entry No. 1-2, p. 3 1 11.
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a substantial reason to deny a party's request for leave to amend."
North Cypress Medical Center Operating Co., Ltd. v. Aetna Life
Insurance Co., 898 F.3d 461, 477 (5th Cir. 2018) (internal
quotation marks omitted). "'[A] movant [seeking to cure a
defective pleading] must give the court at least some notice of
what his or her amendments would be and how those amendments would
cure the initial complaint's defects.'" D.L. Markham DDS, MSD,
Inc. 401(K) Plan v. Variable Annuity Life Insurance Co., 88 F.4th
602, 613-14 (5th Cir. 2023).
Plaintiff has not responded to Defendant's MTD and has not
requested leave to amend. Plaintiff has not provided notice of any
amendments he could make to cure the pleading deficiencies
explained in Defendant's MTD. The court will therefore not grant
leave to amend, and the court's dismissal of the Petition will be
with prejudice.
IV. Conclusion and Order
For the reasons stated above, the court concludes that
Plaintiff has failed to state a claim upon which relief can be
granted. Defendants' Rule 12(c) Dismissal Motion (Docket Entry
No. 5) is therefore GRANTED, and this action will be dismissed with
prejudice.
SIGNED at Houston, Texas, on this 17th day of December, 2025.
SIM LAKE
SENIOR UNITED STATES DISTRICT JUDGE
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