PENINSULA FEDERAL SAV. & LOAN ASS'N v. FSLIC
| Decision Date | 11 June 1987 |
| Docket Number | No. 86-2095-Civ.,86-2095-Civ. |
| Citation | 663 F. Supp. 506 |
| Parties | PENINSULA FEDERAL SAVINGS AND LOAN ASSOCIATION, a United States corporation, Plaintiff, v. FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION, in its corporate capacity and as receiver for Sunrise Savings and Loan Association of Florida, a Florida savings and loan association, and as receiver for the successor in interest to Sunrise Savings and Loan Association of Florida, Sunrise Savings and Loan Association, a Federal savings and loan association, and Sunrise Mortgage Corporation of Florida, a Florida corporation, Defendants. |
| Court | U.S. District Court — Southern District of Florida |
Smathers & Thompson, Miami, Fla., for plaintiff.
Fowler, White, Burnett, Hurley, Banick & Strickroot, Miami, Fla., for defendants.
ORDER DENYING MOTION TO DISMISS SECOND AMENDED COMPLAINT AND GRANTING LIMITED PRELIMINARY INJUNCTION
THIS ACTION is before the Court upon:
This Court holds that plaintiff's alleged claim, if proven, is not only a pre-receivership claim for relief by a participant in a mortgage loan, but likewise integrally involves an adversarial claim for declaration and construction of rights allegedly arising during existence of the receivership and asserted by the plaintiff against FSLIC in its corporate capacity and as receiver for Sunrise Savings and Loan Association of Florida and as the receiver for the successor in interest thereto, namely New Sunrise Savings and Loan Association of Florida. Therefore, exhaustion of administrative remedies before FHLIC/FHLBB is not necessary in these circumstances. The Court has subject matter jurisdiction to adjudicate this particular claim and is not barred from doing so by statutory prohibition which might otherwise apply to the settlement, compromise, or release of pre-receivership claims by FHLIC/FHLBB. Accordingly, this Court retains jurisdiction for adjudication on the merits of plaintiff's claims and enters a limited preliminary injunction.
The well-pled allegations of the Complaint to which the motion to dismiss is addressed claim that on or about January 27, 1984, Sunrise Savings and Loan Association of Florida ("Sunrise") made a mortgage loan in the principal amount of $13,500,000.00 to Mutiny Ltd., a Florida limited partnership which owned and operated the Hotel Mutiny in Coconut Grove, Florida ("Mutiny"). On March 20, 1984, Sunrise sold a participation ownership in that mortgage loan in the sum of $1,450,150.00 (an 11.11% interest) in connection with which a Trust Agreement was entered into between said parties. On July 18, 1985, the Florida Home Loan Bank Board ("FHLBB") appointed FSLIC as receiver for Sunrise for the purpose of liquidation (2nd Am.Comp. ¶ 31). FSLIC immediately reopened Sunrise under an interim contract management arrangement and transferred and assigned all of the assets and liabilities of Sunrise to a new, federally chartered institution, Sunrise Savings and Loan Association, a federal savings and loan association ("New Sunrise") for the purpose of liquidating Sunrise. Subsequently, on September 12, 1986, FHLBB again appointed FSLIC as receiver for New Sunrise which then became Beach Federal.
The loan to Mutiny went into default and on April 15, 1985, Sunrise brought foreclosure proceedings in state court. Claiming to be unaware of the recently filed foreclosure action, Peninsula in turn, also sued in state court, to foreclose the same mortgage based on its interpretation of ¶ XVIII of the Trust Agreement which permitted the holder of the next largest interest in the mortgage to take over and manage same if Sunrise went into receivership. Peninsula's action was dismissed and thereupon Peninsula intervened in Sunrise's foreclosure suit.
From approximately July 18, 1985 until September 12, 1986, FSLIC operated New Sunrise through a Management Agreement with AmeriFirst Federal Savings and Loan Association. Plaintiff also alleges that:
"... Peninsula, on the one hand, and FSLIC, on the other hand (by and through its agent, New Sunrise) entered into an accord memorialized in a letter settlement agreement dated August 20, 1985 (signed and accepted by FSLIC's agent on August 27, 1985) hereafter the "August 1985 Settlement Agreement" ..." Second Amended Complaint, ¶ # 59.
Plaintiff claims that by virtue of said August 18, 1985 Settlement Agreement, FSLIC on August 27, 1985, agreed that proceeds of the sale of the Mutiny would be set aside, segregated, and available to pay the claims of Peninsula. In other words, plaintiff maintains that the Settlement Agreement reaffirms what it claims were pre-existing rights under the Trust Agreement to have its funds or its portion of proceeds derived from the Mutiny's mortgage loan to be set aside and segregated and not commingled with other assets of the defunct Sunrise and/or New Sunrise. It claims FSLIC as receiver is bound by reason of an agency relationship arising out of the entry into the Settlement Agreement which presumably was not effectuated without the approval, tacit or otherwise, of the receiver. That Settlement Agreement also gave Peninsula rights to be consulted and to have input on future business decisions affecting the property, including offers of purchase. On September 12, 1986, FSLIC closed New Sunrise and reopened as yet another federal, Beach Federal. Although not stated in its Second Amended Complaint, it is apparently uncontroverted that in the state foreclosure suit on October 3, 1985, the State Circuit Court granted Peninsula's motion to impress lien on the proceeds of the sale of the property and ordered that if a person other than New Sunrise was the successful bidder at the foreclosure sale, the total sum found to be due Sunrise would be disbursed jointly to counsel for New Sunrise and counsel for Peninsula pending further order of court or agreement. New Sunrise, however, was the successful bidder for the Mutiny at the foreclosure sale; and later acquired title to the property from Mutiny.
The Second Amended Complaint asserts the following claims:
THE PARTIES' CONTENTIONS
Accordingly, FSLIC argues, there is no subject matter jurisdiction to adjudicate claims against a failed institution because such action would restrain or affect its powers as receiver to resolve claims. Peninsula opposes FSLIC's motion on both statutory and constitutional grounds. Peninsula argues first that the statutes do not authorize FSLIC to adjudicate claims and, alternatively, that if the statutes contain such authority, they are an unconstitutional delegation of judicial authority.
This Court recognizes that § 5(d)(1) of the Home Owners' Loan Act ("HOLA") authorizes the Bank Board to enforce compliance with the statutory duties and obligations by federally-chartered savings and loans and state chartered institutions that are insured by FSLIC. 12 U.S.C.A. § 1464(d)(1). The enforcement powers granted to the Bank Board range from the issuance of cease and desist orders, to administrative actions to remove an officer or director of an association, to the appointment of a conservator or receiver of an association. Id. Upon finding that at least one of five grounds exist, the Bank Board may appoint a conservator or receiver. Id. § 1464(d)(6)(A) (West Supp.1986).
New Sunrise was a federally-chartered savings and loan association, the accounts of which are insured by FSLIC. The Bank Board found that New Sunrise was insolvent and, pursuant to formal resolution, appointed FSLIC as receiver. Resolution No. 86-892. Section 406 of the NHA authorizes FSLIC as receiver to:
The statute directs FSLIC to take such action as "it deems to be in the best interests of the association, its savers, and FSLIC." Id. As an essential complement to this authority, defendant asserts that HOLA prohibits parties asserting claims to the assets of an association in receivership from pursuing those claims in court. 12 U.S.C.A. § 1464(d)(6)(C) (HOLA); see also id. § 1729(d) (NHA) (FSLIC's actions as receiver subject only to regulation by the Bank Board). In this case, FSLIC organized Beach Federal Savings and Loan Association, a new federal association, to take over certain of the assets and liability of New Sunrise, and began the...
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