For nearly 20 years, in particularly the last 10 years, the courts, foreclosure defense attorneys, homeowners and politicians have been bamboozled by the blur and use of “MERS” – the service mark for the MERS® eRegistry system owned and operated now by MERSCORP Holdings, Inc.
“MERS” first became the acronym, an abbreviation for the first Mortgage Electronic Registration Systems, Inc., in 1995. This corporation was registered in Delaware on October 16, 1995. In 1997 Mortgage Electronic Registration Systems, Inc. registered “MERS” as the service mark with the United States Patent and Trademark Office (USPTO) for its mortgage loan eRegistry system. This original MERS corporation has long since been eaten up by other entities created by its executives and board of directors to replace it over the past 18 years. Bottom-line: The original Mortgage Electronic Registration Systems, Inc. is dead and it died in 1998… RIP
It would be naive to think that the MERS Blur© is not intentional especially when all of the documents and filings are reviewed in order as will be provided herein… whewwww!
Attorneys and judges seem to have the biggest mental block distinguishing the “separate and distinct” corporate entities of MERS. Dissecting the paperwork is intense, however, once you nail it – it becomes obvious that there were a lot of mergers and name changes to protect the corporations’ actual intentions – skirt the “safe harbors” of UETA – and they actually say so.
- Mortgage Electronic Registration Systems, Inc. was originally incorporated in the state of Delaware on October 16, 1995. [Click HERE for Exhibit “A”]
- On July 29, 1997, Mortgage Electronic Registration Systems, Inc. registers the Service Mark “MERS” with the United States Patent and Trademark Office (“USPTO”). [Click HERE for Exhibit “B”] ¹
- On June 30, 1998, Mortgage Electronic Registration Systems, Inc. (1) created another company named NEW MERS, Inc. (“NEW MERS”); (2) merged it with Mortgage Electronic Registration Systems, Inc.; (3) made NEW MERS the surviving company; and (4) renamed NEW MERS to Mortgage Electronic Registration Systems, Inc. However, the corporation did not file the changes with the USPTO until April 9, 2003. [Click HERE for Exhibit “C”]
- On December 30, 1998, NEW MERS, now known again as Mortgage Electronic Registration Systems, Inc., files a Certificate of Amendment with the state of Delaware to once again change its name – this time to MERSCORP, Inc. The resolution certificate was signed by William C. Hultman as Vice-President of Mortgage Electronic Registration Systems, Inc. The name change to MERSCORP, Inc. was to become effective on January 1, 1999. However, the corporation did not file the changes with the USPTO until May 8, 2003. [Click HERE for Exhibit “D”]
- On January 1, 1999, MERSCORP, Inc. created a 3rd Mortgage Electronic Registration Systems, Inc. and filed the incorporation papers with the State of Delaware. This is the Mortgage Electronic Registration Systems, Inc. in the mortgages but it does not own the service mark or the eRegistry. [Click HERE for Exhibit “E”];
- See also William Hultman deposition (see pages 47-48): “Question: And as for the title holding function, that now resides with the third iteration of Mortgage Electronic Registration Systems, Inc. as of January 1, 1999, is that correct?
Hultman Answer: Yes.”
(see TBTF HAS MET ITS WATERLOO)
- It’s official – Mortgage Electronic Registration Systems, Inc. (1999) #3 is active and filed its 2012 Annual Report in Delaware. [Click HERE for a copy of the Delaware Records as of 11/22/13]
- On April 9, 2003, MERSCORP, Inc. under the dead name of Mortgage Electronic Registrations Systems, Inc. files the June 30, 1998 State of Delaware merger and name change certification with the USPTO. [Refer to Exhibit “C”]
- On May 8, 2003 (a month later), MERSCORP, Inc. under the dead name of Mortgage Electronic Registrations Systems, Inc. files the January 1, 1999 State of Delaware merger and name change certification with the USPTO. It appears this was in preparation for the renewal of the service mark with the USPTO. [Refer to Exhibit “D”]
- On June 26, 2003, MERSCORP, Inc. begins the renewal process of the MERS® Service Mark with the USPTO and files a specimen of use and affidavit dated June 19, 2003 by Sharon M. Horstkamp, Vice President and General counsel of MERSCORP, Inc. stating that MERSCORP, Inc. owns the service mark registration number 2,084,831 and that the mark has been in continuous use for five years and that there has been no final decision adverse to the corporations claim of the ownership of the mark. However, none of the State of Delaware corporate name change certificates had been filed with the USPTO at the time the name changes and mergers were made [Click HERE for Exhibit “F”]:
- On March 6, 2007, Sharon M. Horstkamp’s June 19, 2003 affidavit is re-filed again with the USPTO asserting MERSCORP, Inc. ownership of the “MERS” Service Mark along with usage specimens and originating documents. [Click HERE for Exhibit “G”]
- On July 16, 2007, MERSCORP, Inc. files more advertising specimens with the USPTO. [Click HERE for Exhibit “H”].
- In the 2007 advertising specimen filed with the USPTO is an explanation of “What is the MERS® eRegistry?” It appears it was to enable lenders to skirt the “Safe Harbor” requirements in the state-led Uniform Electronic Transactions Act (UETA) and E-SIGN (Electronic Signatures in Global and National Commerce Act of 2000) adopted by Congress:
- On August 29, 2007, the USPTO accepted the renewal and name change to MERSCORP, Inc. that had been executed and effective as of January 1, 1999. [Click HERE for Exhibit “I”]
- On February 27, 2012, MERSCORP, Inc. files another Certificate of Ownership and Merger merging MERSCORP Holdings, Inc. with and into MERSCORP, Inc. and changing the name of the corporation to MERSCORP Holdings, Inc. The documents were filed with the USPTO on July 25, 2012. [Click HERE for Exhibit “J”]
When all is said and done what does this prove and how does it benefit you or your attorney? Note that in this last MERSCORP Holdings, Inc. Certificate of Ownership and Merger that there is no mention of Mortgage Electronic Registration Systems, Inc. The straw man in the mortgages cannot own assets – it must remain bankruptcy remote. The merger and name changes only applied to the assets and service mark – not to straw man MERS, the lonely acronym.
Although the 1995 Mortgage Electronic Registration Systems, Inc. created the MERS® service mark and system – it was dead and long gone after the name change to MERSCORP, Inc… and then again to MERSCORP Holdings, Inc. which is the eRegistry but it is not in the mortgages. Homeowners did not contract with the eRegistry corporation.
SEPARATE AND DISTINCT CORPORATIONS – (We even learn the definitions in a paralegal course)
A corporation is a separate legal entity that has been incorporated through a legislative or registration process established through legislation. Incorporated entities have legal rights and liabilities that are distinct from their employees and shareholders, and may conduct business as either a profit-seeking business or not for profit business. Corporations are people – remember? Despite not being human beings, corporations, as far as the law is concerned, are legal persons, and have many of the same rights and responsibilities as natural people do.
Subsidiaries are separate, distinct legal entities for the purposes of taxation, regulation, and liability. For this reason, they differ from divisions, which are businesses fully integrated within the main company, and not legally or otherwise distinct from it.
In other words, a subsidiary can sue and be sued separately from its parent and its obligations will not normally be the obligations of its parent.
The MERS Blur© gang would like you to think of them all as one big corporation – but they are not. They have bamboozled the courts into making absurd decisions – many of which are based on erroneous information.
And for any of you lingering doubting Thomases – The following governmental entities filed a MERS Consent Order in 2011 [Click HERE for a copy] and they have figured out there are 2 separate and distinct entities – it’s time to wake up:
“The Comptroller of the Currency of the United States of America (“Comptroller”), through his national bank examiners and other staff of the Office of the Comptroller of the Currency (“OCC”), the Board of Governors of the Federal Reserve System, Washington, D.C. (“Board of Governors”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of Thrift Supervision (“OTS”), and the Federal Housing Finance Agency (“FHFA”) (collectively the “Agencies”), as part of an interagency horizontal review of major residential mortgage servicers and mortgage service providers, have conducted an examination of MERSCORP, Inc. (“MERSCORP”), and of its wholly-owned subsidiary corporation, Mortgage Electronic Registration Systems, Inc., (“MERS”), both of which provide various services to financial institutions related to tracking and registering residential mortgage ownership and servicing, acting as mortgagee of record in the capacity of nominee for lenders, and initiating foreclosure actions.”
¹ MERS Service Mark Principal Register may be found at: http://tsdr.uspto.gov/documentviewer?caseId=sn75031300&docId=ORC20060112153640#docIndex=13&page=1 (last viewed 9/26/13)
Documents may also be downloaded on www.DoctelPortal.com under the LIBRARY tab / MERS.
Still not convinced? Read some related posts:
FOR MORE MERS INFORMATION AND DETAILS – LISTEN TO THE FORECLOSURE HOUR on the radio and Internet with Attorney Gary Dubin this Sunday at 3 PM Hawaii time (6 pm PST) with his guest: Law Professor Shawn Newman of Saint Martin’s University and DeadlyClear will be on hand to discuss the death of Mortgage Electronic Registration Systems, Inc.
Then, if you are an attorney and still confused get out of foreclosure defense. If you are a judge – recuse yourself from foreclosure cases until you cash in your stock portfolio and study up.