National Partnership Inv. Corp. v. National Housing Development Corp.
Decision Date | 10 September 1998 |
Docket Number | No. 97-5178,97-5178 |
Citation | 153 F.3d 1289 |
Parties | NATIONAL PARTNERSHIP INVESTMENT CORP., a California Corporation, as the managing general partner of National Corporate Tax Credit Fund V, a California limited partnership and National Tax Credit Management Corp. I, a California Corporation, Plaintiff-Appellee, v. NATIONAL HOUSING DEVELOPMENT CORPORATION, a Florida non-profit corporation, Defendant-Appellant. |
Court | U.S. Court of Appeals — Eleventh Circuit |
Elaine Johnson James, Gregory L. Scott, Nason, Yeager, Gerson, White & Lioce, P.A., West Palm Beach, FL, for Defendant-Appellant.
Stanley A. Beiley, Miami, FL, for Plaintiff-Appellee.
Appeal from the United States District Court for the Southern District of Florida.
Before HATCHETT, Chief Judge, BLACK, Circuit Judge, and KRAVITCH, Senior Circuit Judge.
Defendant-Appellant National Housing Development Corp. (NHDC) appeals the district court's order appointing a receiver pendente lite in this foreclosure action. The appeal raises two narrow questions of law: (1) whether the appointment of a receiver by a federal court exercising diversity jurisdiction is governed by state or federal law; and (2) what standard of review this Court should apply in reviewing the appointment of a receiver. We conclude that federal law governs the appointment of a receiver and that the decision of the district court should be reviewed for an abuse of discretion. Applying these principles to the present case, we affirm the order of the district court.
NHDC is the operating general partner of Mangonia Residence I, Ltd. ('the Partnership'). The Partnership is a Florida limited partnership that was organized in 1994 to build and lease a 252-unit apartment complex for low income elderly persons in West Palm Beach, Florida.
Plaintiff-Appellee National Partnership Investment Corp. (NAPICO) is the managing general partner of National Corporate Tax Credit Fund V (NCTCV). NCTCV is a limited partner in the Partnership with a 98.9% ownership interest. Plaintiff-Appellee National Tax Credit Management Corp. I (NTC) is a special limited partner in the Partnership with a 0.1% interest. NHDC owns the remaining 1% interest in the Partnership.
NAPICO and NTC (Appellees) brought this diversity action against NHDC to foreclose their security interest in NHDC's 1% share of the Partnership. Appellees also filed an emergency motion to oust NHDC as the operating general partner and to appoint a receiver to take charge of the Partnership. The district court issued an interlocutory order appointing a receiver pendente lite. NHDC appeals that order pursuant to 28 U.S.C. § 1292(a)(2).
NHDC contends that the appointment of a receiver in a diversity case is governed by state substantive law in accordance with Erie Railroad Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938). NHDC favors application of Florida law in the present case because the standards governing the appointment of a receiver under Florida law are arguably more stringent than under federal law. Compare McAllister Hotel, Inc. v. Schatzberg, 40 So.2d 201, 202-03 (Fla. 1949) ( ), with Consolidated Rail Corp. v. Fore River Ry. Co., 861 F.2d 322, 326-27 (1st Cir. 1988) ( ). NHDC further asserts that this Court should conduct a de novo review of the district court's decision to appoint a receiver.
Appellees argue that federal law governs the appointment of a receiver in a diversity case. Appellees also assert that this Court should review the decision to appoint a receiver for an abuse of discretion.
As the First Circuit noted in Chase Manhattan Bank, N.A. v. Turabo Shopping Center, Inc., 683 F.2d 25, 26 (1st Cir. 1982), "[m]ost federal court decisions dealing with the appointment of a receiver pendente lite appear to apply federal law without discussion." Of those circuits that have directly addressed the issue, each has held that the appointment of a receiver in a diversity action is governed by federal law. See Aviation Supply Corp. v. R.S.B.I. Aerospace, Inc., 999 F.2d 314, 316 (8th Cir. 1993); Turabo, 683 F.2d at 26; see also Resolution Trust Corp. v. Fountain Circle Assocs. Ltd. Partnership, 799 F.Supp. 48, 50 (N.D.Ohio 1992); New York Life Ins. Co. v. Watt West Inv. Corp., 755 F.Supp. 287, 289-90 (E.D.Cal.1991). Commentators generally approve of the conclusion reached by these courts. See 12 Charles Alan Wright et al., Federal Practice and Procedure § 2983, at 33-35 (2d ed.1997); 13 James Wm. Moore et al., Moore's Federal Practice p 66.09 (3d ed.1998).
The conclusion that federal law governs the appointment of receivers is based on several considerations. First and foremost, the appointment of a receiver in equity is not a substantive right; rather, it is an ancillary remedy which does not affect the ultimate outcome of the action. Pusey & Jones Co. v. Hanssen, 261 U.S. 491, 497, 43 S.Ct. 454, 456, 67 L.Ed. 763 (1923). The conclusion that federal law governs the appointment of a receiver thus does not conflict with the Erie doctrine's requirement that state law apply to matters of substance. New York Life, 755 F.Supp. at 291, 12 Wright § 2983, at 34; 13 Moore p 66.09; see also Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 674, 70 S.Ct. 876, 880, 94 L.Ed. 1194 (1950) ( ); Guaranty Trust Co. of New York v. York, 326 U.S. 99, 65 S.Ct. 1464, 89 L.Ed. 2079 (1945) ( ).
Second, Federal Rule of Civil Procedure 66 1 and the accompanying Advisory Committee's Note 2 assert the primacy of federal law in the practice of federal receiverships. New York Life, 755 F.Supp. at 289-90, 12 Wright § 2983, at 35. Thus, to the extent Rule 66 dictates what principles should be applied to federal receiverships, courts must comply with the Rule even in the face of differing state law. See Hanna v. Plumer, 380 U.S. 460, 471, 85 S.Ct. 1136, 1144, 14 L.Ed.2d 8 (1965) ( ); see also 12 Wright § 2983, at 34 ( ). 3
We therefore hold that federal law governs the appointment of a receiver by a federal...
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