Bloom v. Fed. Deposit Ins. Corp. (In re First State Bancorporation)
| Decision Date | 03 July 2014 |
| Docket Number | No. 7-11-11916 JA,Adversary No. 13-1033 J,7-11-11916 JA |
| Court | U.S. Bankruptcy Court — District of New Mexico |
| Parties | In re: FIRST STATE BANCORPORATION, Debtor. LINDA S. BLOOM, as Chapter 7 Trustee for First State Bancorporation, Plaintiff, v. FEDERAL DEPOSIT INSURANCE CORPORATION, as receiver for First Community Bank, Defendant. |
THIS MATTER is before the Court on the Motion to Dismiss Count I of Trustee's Complaint ("Motion to Dismiss Count I") filed by the Federal Deposit Insurance Corporation, as receiver ("FDIC-R") for First Community Bank, Taos, New Mexico ("Bank"). See Docket No. 23. The Court heard oral argument on the Motion to Dismiss Count I and took the matter under advisement. The Debtor, First State Bancorporation ("Bancorp"), is a bank holding company for the Bank. FDIC-R filed a proof of claim in Bancorp's bankruptcy case asserting an unsecured priority claim under 11 U.S.C. § 507(a)(9) in the amount of $63,821,000.00 based on an alleged commitment to maintain the capital of the Bank. Linda S. Bloom, the Chapter 7 Trustee in Bancorp's bankruptcy case, filed this adversary proceeding objecting to FDIC-R's proof of claim (Count I) and seeking to avoid Bancorp's alleged commitment to maintain the capital of the Bank as a constructively fraudulent transfer under 11 U.S.C. § 548 (Count II). See Complaint forAvoidance of Fraudulent Conveyance and Objection to Claim No. 9-1 (the "Complaint") - Docket No. 1.
Count I of the Complaint asserts five grounds in support of the Trustee's objection to FDIC-R's claim: 1) none of the documents that FDIC-R relies upon in support of its claim commits Bancorp to be liable for the shortfall in the Bank's capital (i.e., Bancorp did not make a commitment to maintain the capital of the Bank); 2) even if Bancorp made a commitment to maintain the capital of the Bank, the commitment was not made to a "Federal Depository Institutions Regulatory Agency" under 11 U.S.C. § 507(a)(9); 3) any commitment to maintain the capital of the Bank terminated pre-petition when the Bank was placed in receivership; 4) FDIC-R lacks standing to enforce the alleged commitment to maintain the capital of the Bank; and 5) FDIC-R failed to timely file its proof of claim. FDIC-R's Motion to Dismiss Count I addresses each of these theories.
After considering the Motion to Dismiss Count I, the Trustee's response, and the FDIC-R's reply, as well as counsel's oral arguments, the relevant case law, and the applicable statutes, the Court finds for the reasons set forth below that all but one of the Trustee's theories fail as a matter of law. The Court will, therefore, grant, in part, and deny, in part the Motion to Dismiss Count I.
The Court reviews a motion to dismiss for failure to state a claim upon which relief can be granted under Fed.R.Civ.P. 12(b)(6) by accepting as true all well-pleaded facts in the Complaint and viewing those facts in the light most favorable to the non-moving party. See Alvarado v. KOB-TV, L.L.C., 493 F.3d 1210, 1215 (10th Cir. 2007)( that under Fed.R.Civ.P. 12(b)(6), the Court "must accept all the well-pleaded allegations of the complaintas true and must construe them in the light most favorable to the plaintiff.")(citation and internal quotation marks omitted). To survive a motion to dismiss under Fed.R.Civ.P. 12(b)(6), the complaint must contain enough facts to state a cause of action that is "plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S.662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009)(citing Twombly, 550 U.S. at 556).
The Court's function in deciding a 12(b)(6) motion is "to assess whether the plaintiff's complaint alone is legally sufficient to state a claim for which relief may be granted." Dubbs v. Head Start, Inc., 336 F.3d 1194, 1201 (10th Cir. 2003)(citations and quotation marks omitted). Thus the Court ordinarily may not consider documents outside the four corners of the complaint to resolve a 12(b)(6) motion without converting the motion into a motion for summary judgment. See Fed.R.Civ.P. 12(d)("If, on a motion under Rule 12(b)(6) . . . matters outside the pleadings are presented and not excluded by the court, the motion must be treated as one for summary judgment . . . ."); GFF Corp. v. Associated Wholesale Grocers, Inc., 130 F.3d 1381, 1384 (10th Cir. 1997)("The failure to convert a 12(b)(6) motion to one for summary judgment where a court does not exclude outside materials is reversible error unless the dismissal can be justified without considering the outside materials.")(citation omitted). But if a document is central to a plaintiff's claims, is referenced by the plaintiff in the complaint, and is not disputed with respect to its authenticity, the Court may consider the document on a motion to dismiss without converting the motion to dismiss into a motion for summary judgment. Alvarado v. KOB-TV, 493 F.3d at 1215 ()(quoting Jacobsen v. Deseret Book Co, 287 F.3d 936, 941 (10th Cir. 2002)); GFF Corp. v. Wholesale Grocers, 130 F.3d at1384 ("Notwithstanding these general principles, if a plaintiff does not incorporate by reference or attach a document to its complaint, but the document is referred to in the complaint and is central to the plaintiff's claim, a defendant may submit an indisputably authentic copy to the court to be considered on a motion to dismiss.")(citations omitted). While the Court may consider these types of documents in ruling on a motion to dismiss, it is not required to do so. Prager v. LaFaver, 180 F.3d 1185, 1189 (10th Cir. 1999)( that GFF does not require the court to consider documents attached to a motion to dismiss that plaintiff referenced in its complaint, and collecting cases which indicate that "courts have discretion in deciding whether to consider such materials.")(citations omitted); Midas Auto Sales, Inc. v. Holley (In re Holley), 2013 WL 1912666, *1 ("The Court has broad discretion to refuse to accept the extra-pleading materials and resolve the motion solely on the basis of the pleading itself.")(citations omitted).
FDIC-R did not attach any documents to its Motion to Dismiss Count I, but references in its Motion to Dismiss Count I several documents that it attached to its proof of claim filed in Bancorp's bankruptcy case. Specifically, the Motion to Dismiss Count I references the following documents:
A copy of each of these documents is attached to FDIC-R's proof of claim. See Claim No. 9-2 filed in Bancorp's bankruptcy case. Also attached to FDIC-R's proof of claim is a copy of a Written Agreement by and among Bancorp, the Bank, the Federal Reserve Bank of Kansas City and the New Mexico Regulation and Licensing Department, Financial Institutions Division dated July 2, 2009 (the "July 2, 2009 Written Agreement" ). See Claim No. 9-2 - Exhibit A. The Trustee's Complaint, though it does not attach any documents as exhibits, also references all of the documents attached to FDIC-R's proof of claim, except for the May 10-Q:
At the oral argument on the Motion to Dismiss Count I, the Court asked counsel for the Trustee whether she contested the authenticity of any of the documents upon which FDIC-R relies in its Motion to Dismiss Count I. Counsel for the Trustee conceded that she did notquestion the authenticity of the documents, but disputes their meaning, and maintains that the documents do not tell the complete story. She points out that it would be unusual at this stage in the proceeding, where discovery has not been completed, for the Court to consider documents outside the Complaint in ruling on the Motion to Dismiss Count I. The Court indicated at the close of the hearing that it would consider whether to convert the Motion to Dismiss Count I into a motion for summary judgment and afford the parties time to submit additional documents and to file additional briefs. However, after reviewing the Motion to Dismiss Count I in light of the Complaint and the FDIC-R's proof of claim, the Court has determined that...
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