Under the guise of a largely procedural case, the Southern District Court of New York has shed some light on the legal aspects of an often obscure corner of the securitization process: the relationship between the transferor of a mortgage loan and the acquirer and trustee/administrator of a REMIC trust holding the pool of mortgages of which the loan is a part. At one level, the case merely rejects the respective claims of the two parties that, in addition to breach of contract claims under the pooling and servicing agreement ("PSA"), there are companion torts. The acquirer, LaSalle Bank N.A., sought to charge Citicorp Real Estate Group, Inc., the transferor, with negligent failure to disclose a breach by the borrower of warranties under the loan documents. The transferor sought to attack LaSalle for breach of a duty of good faith and fair dealing for failure to notify Citicorp for over two years of the borrower's breach. In each case, the court, in ruling on a motion to dismiss (on
