14. In or about February 2001, Joseph Mazzei instituted the Mazzei action  against the HomEq Defendants.   15.    The Mazzei action arose from the following facts and allegations.  Mr.  Mazzei took out a mortgage loan with HomEq in 1994.   16.   In 1998, Mr. Mazzei fell behind on his mortgage payments and, in 2000,  the company accelerated his loan and initiated a non-judicial foreclosure action in  California.   17. In or about October 2000, with a foreclosure sale looming, Mazzei  decided to sell his home to pay off the outstanding amount on the loan, and requested  a payoff quote.  Thereafter, Mazzei paid the amounts quoted, and was advised that his  loan was Paid in Full.   69. On July 15, 2016, the Second Circuit affirmed the decertification of the  Late Fee Class, and the refusal to grant a new trial to the Split Fee Class.   A.  Affirming Decertification   70. The Court determined that a lower court has the right to decertify a class  after a jury verdict in the class’s favor.  While the Second Circuit recognized the  “tension” between permitting post-verdict decertification under Rule 23 and the rights  accorded by the Seventh Amendment, (App.17), it found that “the right of absent class  members to adjudication by jury is unimpaired” by post-verdict decertification  because they could file another action in which they would have a right to a  jury.  (App.12)  As a result, according to the Second Circuit, “[t]he right of absent  class members to a jury trial is protected, not impaired, by the Rule 23(c)(1)(C)  decertification procedure.”    71. The Second Circuit determined that a court entertaining a decertification  motion against a prevailing class should apply Rule 59 in assessing the evidence  credited by the jury, because “decertification [] has the same effect as would a grant  of a motion for a new trial pursuant to Federal Rule 59(a).” (App.13)  Thus, as on a  motion for a new trial under Rule 59, the Second Circuit found that a judge  entertaining a post-verdict decertification motion  is permitted to weigh the evidence and the credibility of witnesses and  need not view the evidence in the light most favorable to the verdict  winner.       (App.16-17, n.9 (citations and internal quotations omitted))    A. THE MAZZEI LITIGATION   Breach of the Covenant of Good Faith and Fair Dealing  (Against All Defendants)  146. Plaintiffs repeat and reallege each preceding Paragraph of the Complaint  as if fully set forth herein.  147. As alleged above, and by reason of the foregoing acts, the HomEq  Defendants have breached the terms of the Loan documents executed by the parties  by charging plaintiffs and the prospective classes for late fees after acceleration which  are not permitted by the parties’ contract.  148. Implied in the agreements executed by the parties is an implied covenant  of good faith and fair dealing. However, Defendants’ conduct as alleged in this  Complaint was in derogation of that covenant of good faith and fair dealing.   149. Plaintiffs and members of the prospective classes have performed all  conditions, covenants, and promises required on their part to be performed in  accordance with the terms and conditions of the agreements.   150. However, Defendants breached the covenant of good faith and fair  dealing by, among other things, collecting and retaining late fees from plaintiffs and  members of the proposed class as additional compensation under the guise of the late  fee provision in the loan documents.  151. As a direct and proximate result of Defendants’ breach of the covenant  of good faith and fair dealing, Plaintiffs and members of prospective classes have  suffered damages in an amount to be established at trial.  