United States District Court, D. Minnesota
The County of Ramsey, on behalf of themselves and all other Minnesota counties and the County of Hennepin, on behalf of themselves and all other Minnesota Counties, Plaintiffs,
MERSCORP Holdings, Inc., Mortgage Electronic Registration Systems, Inc., Bank of America Corporation, Bank of America, N.A., Citigroup, Inc., Citibank, N.A., CitiMortgage, Inc., Deutsche Bank National Trust Company, EverBank, Goldman Sachs Mortgage Company, GS Mortgage Securities Corp., HSBC Bank USA, N.A., JP Morgan Chase Bank NA, Morgan Stanley ABS Capital I, Inc., SunTrust Mortgage, Inc., TCF National Bank, the Bank of New York Mellon, United Guaranty Corporation, U.S. Bank N.A., Wells Fargo Bank N.A., and Does Corporation I-MMM, Defendants
Thomas J. Foley, Esq., Foley Law Group, St. Paul, MN; John J. Choi, Esq., John T. Kelly, Esq., Kyle M. Thomas, Esq., Office of the Ramsey County Attorney, St. Paul, MN; Christian Siebott, Esq., Jeffrey D. Lerner, Esq. and Bernstein Liebhard LLP, New York, NY; Kevin C/ th nd Quigley, Esq. and Hamilton, Quigley & Twait, PLC, St. Paul, MN; Michael O. Freeman, Esq., Jane N.B. Holzer, Esq., Paul R. Hannah, Esq., Office of the Hennepin County Attorney, Minneapolis, MN, counsel for plaintiffs.
Robert M. Brochin, Esq. and Morgan, Lewis & Bockius LLP, Miami, FL; Brendan Radke, Esq., Elizabeth A. Frohlich, Esq. and Morgan Lewis & Bockius LLP, One market Spear Street Tower, San Francisco, CA; Robert J. Pratte, Esq., Fulbright & Jaworski LLP, Minneapolis, MN; Joseph F. Yenouskas, Esq., Thomas M. Hefferon, Esq. and Goodwin Procter LLP, 901 New York Avenue N.W., Washington, D.C.; Kevin M. Decker, Esq., Mark G. Schroeder, Esq. and Briggs & Morgan, PA, Minneapolis, MN; Christopher S. Comstock, Esq., Lucia Nale, Esq., Thomas V. Panoff, Esq. and Mayer Brown LLP, Chicago, IL; Thomas J. Lallier, Esq., Cameron A. Lallier, Esq., Thomas W. Pahl, Esq. and Foley & Mansfield, PLLP, Minneapolis, MN; Brian M. Forbes, Esq., R. Bruce Allensworth, Esq., Ryan M. Tosi, Esq. and K & L Gates LLP, State Street Financial Center, One Lincoln Street, Boston, MA; Todd A. Noteboom, Esq., Bryant D. Tchida, Esq., David R. Crosby, Esq. and Leonard, Street and Deinard, PA, Minneapolis, MN; Gregory J. Marshall, Esq., One Arizona Center, Phoenix, AZ ; Charles F. Webber, Esq., Erin L. Hoffman, Esq. and Faegre Baker Daniels, LLP, Minneapolis, MN; Andrew R. Louis, Esq., Matthew P. Previn, Esq. and Buckley Sandler LLP, Washington, DC; Sonya th R. Braunschweig, Esq., William F. Stute, Esq. and DLA Piper LLP, Minneapolis, MN; Kyle A. Eidsness, Esq., Timothy D. Kelly, Esq. and Timothy D. Kelly, P.A., Minneapolis, MN; Brandon B. Cate, Esq., Joseph R. Falasco, Esq. and Quattlebaum, Grooms, Tull & Burrow PLLC, Springdale, AZ; Matthew C. Murphy, Esq. and Nilan, Johnson & Lewis, PA, Minneapolis, MN; David M. Aafedt, Esq., Joseph M. Windler, Esq. and Winthrop & Weinstine, PA, Minneapolis, MN ; Todd S. Kartchner, Esq., Fennemore Craig, Phoenix, AZ; Eric R. Sherman, Esq., Peter W. Carter, Esq. and Dorsey & Whitney, LLP, Minneapolis, MN, counsel for defendants.
David S. Doty, United States District Judge.
This matter is before the court upon the motion to dismiss by defendants (collectively, MERS Defendants).  Based on a review of the file, record and proceedings herein, and for the following reasons, the motion is granted.
This dispute arises out of the MERS Defendants' failure to record mortgage assignments with Minnesota county recorders.
MERS & Mortgage-Backed Securities
In the 1990s, mortgage-backed securities (MBS) emerged as a popular investment vehicle. As part of the securitization process, lender banks initiated residential mortgage loans, which were then resold to other commercial and investment banks. Compl. ¶ 40. Often the mortgage loans were pooled into trusts and issued to investors as an MBS. Id.
To facilitate the MBS process, defendant Mortgage Electronic Registration System, Inc. (MERS) established a national electronic registry (MERS Registry) to track servicing rights and mortgage ownership. 
Id. ¶ 51. MERS does not itself originate, assign, or service mortgages, but instead charges a fee when participating members transfer mortgages on the MERS Registry. Id. ¶ ¶ 53-55.
As part of the MBS process, MERS members initiate residential mortgage loans and record the transaction in the Minnesota county where the property is located. The MERS member then lists MERS as, among other names, the " mortgagee of record" or as a nominee for the participating MERS bank. Id. ¶ 57. Once this initial recording occurs, MERS members can then transfer the ownership rights of the mortgage, often as part of an MBS, to other MERS members. These transfers are recorded in the MERS Registry, but not with the Minnesota county recorder where the property is located. Id. ¶ 61.
Minnesota Statutes § 507.34
In Minnesota, " [e]very conveyance of real estate shall be recorded in the office of the county recorder of the county where such real estate is situated." Minn. Stat. § 507.34. The county recorder collects a fee to index and record these conveyances. See id. § 357.18. In the present dispute, plaintiffs Ramsey County and Hennepin County (collectively, Minnesota Counties) allege that each mortgage transfer on the MERS Registry ...