Golden Pacific Bancorp v. Federal Deposit Ins., PLAINTIFF-COUNTER-DEFENDANT-APPELLANT

CourtUnited States Courts of Appeals. United States Court of Appeals (2nd Circuit)
Writing for the CourtJose A. Cabranes
Citation273 F.3d 509
Decision Date01 August 2001
Docket NumberPLAINTIFF-COUNTER-DEFENDANT-APPELLANT,DEFENDANT-COUNTER-CLAIMANT-APPELLEE,Nos. 00-6208
Parties(2nd Cir. 2001) GOLDEN PACIFIC BANCORP,, v. FEDERAL DEPOSIT INSURANCE CORPORATIONL, 00-6258 (CON)

Page 509

273 F.3d 509 (2nd Cir. 2001)
GOLDEN PACIFIC BANCORP, PLAINTIFF-COUNTER-DEFENDANT-APPELLANT,
v.
FEDERAL DEPOSIT INSURANCE CORPORATION DEFENDANT-COUNTER-CLAIMANT-APPELLEE.
Nos. 00-6208 L, 00-6258 (CON)
August Term, 2001
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
Argued: August 7, 2001
Decided: December 7, 2001

Appeal from a final judgment of the United States District Court for the Southern District of New York (Naomi Reice Buchwald, Judge) granting defendant's summary judgment motion on the grounds that plaintiff's claims brought in 1995 are barred by a release entered into between plaintiff and defendant, or alternatively, by New York's six-year statute of limitations for claims of unjust enrichment, breach of fiduciary duty, and corporate waste under N.Y. C.P.L.R. § 213(7). Plaintiff asserts, inter alia, (1) that the release does not bar its claims because the language of the release does not cover them and (2) that the statute of limitations does not bar its claims because it runs from the termination of the receivership.

Vacated and remanded.

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John G. Roberts, Jr., Hogan & Hartson L.L.P., Washington, D.C., (Loraine F. Hebert; Paul A. Batista, New York, Ny, on the brief) for Plaintiff-Counter-Defendant-Appellant.

J. Scott Watson, Federal Deposit Insurance Corporation, Washington, D.C., (Ann S. DuRoss, Assistant General Counsel; Robert D. McGillicuddy, Supervisory Counsel; Alan L. Spear, Counsel, on the brief; Daniel J. Buzzetta, Thelen, Reid & Priest, Llp, New York, Ny, on the brief) for Defendant-Counter-Claimant-Appellee.

Before: Miner, Calabresi, and Cabranes, Circuit Judges.

Jose A. Cabranes, Circuit Judge.

Plaintiff Golden Pacific Bancorp ("Bancorp" or "plaintiff") appeals from a judgment filed on June 16, 2000, by the United States District Court for the Southern District of New York (Naomi Reice Buchwald, Judge), Golden Pac. Bancorp ex rel. Golden Pac. Nat'l Bank v. FDIC, No. 95 Civ. 9281, 2000 WL 776928, at *1 (S.D.N.Y. June 15, 2000), granting summary judgment to defendant Federal Deposit Insurance Corporation ("FDIC" or "defendant") on the grounds that plaintiff's claims brought in 1995 are barred by a release entered into between plaintiff and defendant, or alternatively, by New York's six-year statute of limitations for claims of unjust enrichment, breach of fiduciary duty, and corporate waste under N.Y. C.P.L.R. § 213(7). Id. at *4-6. On appeal, plaintiff asserts, inter alia, (1) that the release does not bar its claims because the language of the release does not cover them and (2) that the statute of limitations does not bar its claims because it runs from the termination of the receivership on November 1, 1995. For the reasons stated below, we vacate and remand the cause to the District Court for further proceedings consistent with this opinion.

I.

Bancorp owned more than 90% of the stock in Golden Pacific National Bank ("the Bank"), which was closed on June 21, 1985, by the Office of the Comptroller of the Currency ("the OCC") after the OCC had determined that the Bank was insolvent. The FDIC immediately placed the Bank into receivership and proceeded to pay the Bank's depositors. The FDIC also charged its legal and office expenses to the estate of the receivership. After it completed payment to the Bank's depositors, the FDIC paid itself post-insolvency interest to which it believed itself entitled,

Page 513

with its first payment on March 15, 1991. The FDIC ended the receivership on November 1, 1995.

Substantial litigation between the present parties followed in the wake of the OCC's decision to close the bank. In September 1985, soon after the Bank was closed, the FDIC brought a civil action ("the September 1985 action") against a number of the Bank's officers seeking to recover $14 million in "assets from [those] who allegedly owe[d] funds to the Bank either as borrowers or guarantors." FDIC v. Chuang, 690 F. Supp. 192, 193 (S.D.N.Y. 1988). The defendants in that action counterclaimed for breach of fiduciary duty, misappropriation of funds, and loss of business opportunities in connection with some of the FDIC's actions as receiver. The FDIC brought a second action in 1985, seeking a declaratory judgment regarding the status of certain of the Bank's liabilities, in which it ultimately prevailed.

In addition, beginning in 1985, Bancorp twice tried unsuccessfully to sue the OCC, contending that the OCC had erroneously determined that the Bank was insolvent at the time of its closure. In these two related, successive actions, Bancorp's claims were held meritless under the Administrative Procedure Act and the Federal Tort Claims Act, Golden Pac. Bancorp v. Clarke, 837 F.2d 509 (D.C. Cir. 1988), and held not to constitute a taking under the Fifth Amendment, Golden Pac. Bancorp v. United States, 15 F.3d 1066 (Fed. Cir. 1994).

Then, in May 1986, Bancorp's former president and chief executive officer, Joseph Chuang, brought an action ("the May 1986 action") against the FDIC, among others, claiming that it had appropriated his law offices in connection with the seizure of the bank. As part of the combined settlement of the May 1986 action and the September 1985 action, the parties agreed to exchange certain releases.1 Bancorp-although not a party to either action-executed a release on June 6, 1988 ("the release"), stating in relevant part:

[Bancorp]... hereby releases the [FDIC], in its corporate capacity and in its capacity as receiver of the [Bank]... (c) from any and all claims which Bancorp... has or may have arising from or with respect to the decision of the [OCC] to close the Bank on June 21, 1985.2

Bancorp commenced the instant action in the Southern District of New York on October 31, 1995, one day before the FDIC terminated the receivership. It asserted four claims: (1) that the FDIC was liable for unjust enrichment for paying itself post-insolvency interest; (2) that the FDIC breached its fiduciary duty to Bancorp

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in its actions relating to the closure of the Bank, including its sale of certain Bank assets for an amount far below "true franchise value"; (3) that the FDIC wasted corporate assets of the Bank when it charged various legal and office expenses to the receivership estate for its own benefit; and (4) that the FDIC provided an inadequate accounting of the receivership estate. First Am. Compl., ¶¶ 72-99 (filed Mar. 4, 1996). In May 1996, the FDIC moved to dismiss the complaint for lack of subject matter jurisdiction, pursuant to the Federal Tort Claims Act, 28 U.S.C. §§ 1346, 2680(a), and the Administrative Procedure Act, 5 U.S.C. § 706(2)(A). The District Court (Allen G. Schwartz, Judge) denied defendant's motion to dismiss the complaint for lack of subject matter jurisdiction, but referred to a magistrate judge the question of whether plaintiff's claims were time-barred.

On December 15, 1999, after the parties completed discovery, the FDIC filed a motion for summary judgment, arguing that Bancorp's action was barred by the release of June 6, 1988, and by the applicable statute of limitations. On June 16, 2000, the District Court (Naomi Reice Buchwald, Judge) concluded that plaintiff's claims were barred by the release or, in the alternative, by New York's six-year statute of limitations. Golden Pac., 2000 WL 776928, at *4-6. Accordingly, it granted summary judgment for the FDIC.

Bancorp entered a notice of appeal of the District Court's judgment on June 29, 2000. On August 14, 2000, the Court granted Bancorp's summary judgment motion on the FDIC's previously unadjudicated counterclaim for attorney's fees to the FDIC. Then on September 1, 2000, Bancorp filed a second notice of its appeal from the June 16, 2000 judgment of the District Court.3 On October 13, 2000, the FDIC filed its notice of cross-appeal from the August 14, 2000 order denying it attorney's fees. In an order filed December 19, 2000, we consolidated the appeals. Both parties' briefs assume that New York law controls.4

II.

A. Standard of Review

We review de novo a grant of summary judgment. Catlin v. Sobol, 93 F.3d 1112, 1116 (2d Cir. 1996). Summary judgment is inappropriate unless the court determines "that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c); see also Catlin, 93 F.3d at 1116. "The court must resolve all ambiguities and draw all inferences in favor of the non-moving party." Id.

A release is a species of contract and "is governed by principles of contract law." Bank of Am. Nat'l Trust and Sav. Ass'n v. Gillaizeau, 766 F.2d 709, 715 (2d Cir. 1985) (applying New York law). Whether a contract is ambiguous is a question for the court. Van Wagner Adver. Corp. v. S&M Enters., 501 N.Y.S.2d 628, 631 (N.Y. 1986); Fanger v. Manhattan Life Ins. Co., 709 N.Y.S.2d 622, 624 (2d

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Dep't 2000). The interpretation of an unambiguous contract-including a release-is also a question of law reserved for the court. See VKK Corp. v. Nat'l Football League, 244 F.3d 114, 129 (2d Cir. 2001) (applying New York law). "Where contract language is ambiguous, the differing interpretations of the contract present a triable issue of fact." Gillaizeau, 766 F.2d at 715 (applying New York law).

The application of the statute of limitations is an issue of law and is reviewed de novo. See Kidder, Peabody & Co. v. Henehan, 699 N.Y.S.2d 689, 690 (1st Dep't 1999) (noting "New York's rule that threshold Statute of Limitations questions are for the courts"); Kronisch v. United States, 150 F.3d 112, 120 (2d Cir. 1998) (applying New York law).

B. The Release

Under New York law, a release-like any contract-must be construed in accordance with the intent of the parties who executed it. Stone v. Nat'l Bank & Trust Co., 591 N.Y.S.2d 609, 611 (3d Dep't 1992); see Gross v. Sweet, 49 N.Y.2d 102, 108...

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    • United States Bankruptcy Courts. Second Circuit. U.S. Bankruptcy Court — Northern District of New York
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    ...the fiduciary's services or interrupt a relationship of trust and confidence by instituting suit. See Golden Pac. Bancorp v. F.D.I.C., 273 F.3d 509, 519 (2d Cir.2001); Lammer v. Stoddard, 103 N.Y. 672, 9 N.E. 328, 329 (N.Y.1886). The Debtors allege that UDC did not openly repudiate its fidu......
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    ...repudiated his or her obligation or [757 F.Supp.2d 170] the relationship has been otherwise terminated.” Golden Pacific Bancorp v. FDIC, 273 F.3d 509, 518 (2d Cir.2001). The parties dispute the date on which any fiduciary relationship might have been terminated.12 Bolton and Spireas argue t......
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    ...347 F.Supp.2d 1, 3–4 (S.D.N.Y.2004) (alteration in original) (footnote omitted) (quoting Golden Pac. Bancorp v. Fed. Deposit Ins. Corp., 273 F.3d 509, 519 (2d Cir.2001) ). “The essence of a claim for unjust enrichment is that one party has parted with money or a benefit that has been receiv......
  • Mendelsohn v. Roslyn, LLC (In re Leff), Case No. 8-19-73377-reg
    • United States
    • United States Bankruptcy Courts. Second Circuit. U.S. Bankruptcy Court — Eastern District of New York
    • June 21, 2021
    ...at the plaintiff's expense and that good conscience and equity require restitution. See Golden Pac. Bancorp. v. Fed. Deposit Ins. Corp., 273 F.3d 509, 519 (2d Cir. 2001). "Unjust enrichment, however, does not require the performance of any wrongful act by the one enriched." Simonds v. Simon......
  • Request a trial to view additional results
375 cases
  • In re State Street Associates, L.P., Bankruptcy No. 04-63673.
    • United States
    • United States Bankruptcy Courts. Second Circuit. U.S. Bankruptcy Court — Northern District of New York
    • March 23, 2005
    ...the fiduciary's services or interrupt a relationship of trust and confidence by instituting suit. See Golden Pac. Bancorp v. F.D.I.C., 273 F.3d 509, 519 (2d Cir.2001); Lammer v. Stoddard, 103 N.Y. 672, 9 N.E. 328, 329 (N.Y.1886). The Debtors allege that UDC did not openly repudiate its fidu......
  • St. John's Univ. v. Bolton, No. 08–CV–5039 (NGG)(JMA).
    • United States
    • United States District Courts. 2nd Circuit. United States District Court (Eastern District of New York)
    • December 10, 2010
    ...repudiated his or her obligation or [757 F.Supp.2d 170] the relationship has been otherwise terminated.” Golden Pacific Bancorp v. FDIC, 273 F.3d 509, 518 (2d Cir.2001). The parties dispute the date on which any fiduciary relationship might have been terminated.12 Bolton and Spireas argue t......
  • 2002 Lawrence R. Buchalter Alaska Trust v. Phila. Fin. Life Assurance Co., Case No. 12–CV–6808 KMK.
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • March 31, 2015
    ...347 F.Supp.2d 1, 3–4 (S.D.N.Y.2004) (alteration in original) (footnote omitted) (quoting Golden Pac. Bancorp v. Fed. Deposit Ins. Corp., 273 F.3d 509, 519 (2d Cir.2001) ). “The essence of a claim for unjust enrichment is that one party has parted with money or a benefit that has been receiv......
  • Mendelsohn v. Roslyn, LLC (In re Leff), Case No. 8-19-73377-reg
    • United States
    • United States Bankruptcy Courts. Second Circuit. U.S. Bankruptcy Court — Eastern District of New York
    • June 21, 2021
    ...at the plaintiff's expense and that good conscience and equity require restitution. See Golden Pac. Bancorp. v. Fed. Deposit Ins. Corp., 273 F.3d 509, 519 (2d Cir. 2001). "Unjust enrichment, however, does not require the performance of any wrongful act by the one enriched." Simonds v. Simon......
  • Request a trial to view additional results

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