Resolution Trust Corp. v. Binford

Decision Date17 December 1992
Docket NumberNo. 19731,19731
Citation1992 NMSC 68,114 N.M. 560,844 P.2d 810
Parties, 21 UCC Rep.Serv.2d 754 RESOLUTION TRUST CORPORATION, Receiver for American Federal Savings and Loan Association, Plaintiff-Appellee, v. John C. BINFORD, Julie G. Binford, Joe F. Fritz, Darilyn W. Fritz and Crossroads West Limited Partnership, a New Mexico limited partnership, Defendants-Appellants.
CourtNew Mexico Supreme Court
OPINION

RANSOM, Chief Justice.

The trial court dismissed counterclaims to a collection and foreclosure action brought by Resolution Trust Corporation (RTC), and we granted this interlocutory appeal under SCRA 1986, 12-203. The court certified two issues for appeal: (1) whether it was proper to dismiss the counterclaims because federal courts have exclusive subject-matter jurisdiction over claims against RTC as receiver, and (2) whether, in connection with a leasehold that has been assigned as security for an indebtedness, the court properly denied a motion to cancel notice of lis pendens, and incidentally ruled that an action to foreclose on such a leasehold may be prosecuted as though it were a foreclosure on a real estate mortgage. We hold the trial court had jurisdiction over the counterclaims and we reverse the order of dismissal. We affirm authorization of the notice of lis pendens.

Uncertified issues. We do not reach uncertified issues raised by the parties in their briefs, such as whether the dismissal of all or part of the counterclaims nonetheless was required because of 28 U.S.C. Sec. 1346(b) (1988) (exclusive jurisdiction of federal courts over certain tort claims against the federal government for money damages), the D'Oench, Duhme doctrine, or 12 U.S.C. Sec. 1823(e) (Supp. II 1990).1 Further, appellants specifically have disclaimed on appeal any right to recovery beyond recoupment in an amount equal to the RTC claim. We do not decide whether the appellants' counterclaims satisfy the elements of a recoupment claim, nor do we preclude the trial court's consideration of issues, such as counterclaims for damages beyond recoupment, not decided by us on interlocutory appeal. In light of our conclusion that appellants may proceed with their counterclaims, we do not address their alternative request that this Court issue a stay of the foreclosure action.

Facts and proceedings. John C. Binford and Joe F. Fritz are general partners of Crossroads West Limited Partnership, the lessee of certain property in downtown Albuquerque. That property is in turn subleased to Walgreen's Drugstore. In December 1984, Binford and Fritz, and their wives, in their individual capacities as accommodation parties, signed a Crossroads note payable to American Federal Savings and Loan Association in the principal amount of $310,000. As security for the note, Binford and Fritz pledged their partnership interest in Crossroads by an instrument entitled "Assignment of General Partners Interest in Limited Partnership as Security," and also granted to American Federal a mortgage on the leasehold. Binford and Fritz allege that American Federal represented, at the loan closing, that a mortgage was necessary to obtain title insurance, but that American Federal would never foreclose on it. American Federal became insolvent and was placed in the conservatorship, and later the receivership, of RTC.

Answering the collection and foreclosure action brought by RTC, styled as an equitable proceeding for foreclosure, Binford and Fritz asserted counterclaims based on actions of both American Federal and RTC. The counterclaims contain eight counts including: (1) negligence in protecting the security, (2) negligence in failing to perform duties as a general partner of Crossroads pursuant to the assignment, (3) breach of contract, (4) breach of fiduciary duty, (5) impropriety of a notice of lis pendens, (6) interference with prospective contractual relations, (7) prima facie tort, and (8) abuse of process. RTC moved to dismiss the counterclaims, and the court ordered them dismissed for lack of subject-matter jurisdiction. In the same order, the court denied the motion of Binford and Fritz to cancel a notice of lis pendens recorded by RTC in the real estate records of Bernalillo County. The court specifically found that "leaseholds are encompassed by the New Mexico real estate conveyancing statutes and are properly subject to mortgages." The court concluded, therefore, that RTC was entitled to prosecute its action as though it were a foreclosure on a real estate mortgage.

Issue I: Subject-matter jurisdiction over claims relating to the assets of a financial institution for which RTC has been appointed receiver. Congress may give to the federal courts exclusive jurisdiction over the subject matter of federal legislation. Tafflin v. Levitt, 493 U.S. 455, 459, 110 S.Ct. 792, 795, 107 L.Ed.2d 887 (1990); Claflin v. Houseman, 93 U.S. 130, 137, 23 L.Ed. 833 (1876). State courts are presumed to have jurisdiction over federal questions concurrent with the federal courts unless Congress intended exclusive federal jurisdiction. Tafflin, 493 U.S. at 459, 110 S.Ct. at 795. Such intent may be established "by an explicit statutory directive, by unmistakable implication from legislative history, or by a clear incompatibility between state-court jurisdiction and federal interests." Gulf Offshore Co. v. Mobile Oil Corp., 453 U.S. 473, 478, 101 S.Ct. 2870, 2875, 69 L.Ed.2d 784 (1981); see also Tafflin, 493 U.S. at 459, 110 S.Ct. at 795 (stating that exclusivity may be provided either explicitly or implicitly). The specific issue before us is whether Congress intended to deprive state courts of jurisdiction over state-law counterclaims against RTC in an action instituted before RTC was appointed receiver of a failed financial institution. The parties have given us no direction as to whether Congress can divest state courts of subject-matter jurisdiction over state law claims. For purposes of this opinion, we assume that Congress has that power, and that the standards are the same as those for divesting state courts of their presumed subject-matter jurisdiction over federal causes of action.

--Statutory directives asserted by RTC. In 1989, Congress enacted the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA), Pub.L. No. 101-73, 103 Stat. 183 (1989), amending portions of Title 12 of the United States Code relevant to this appeal.2 Congress has set forth a detailed procedure for the mandatory filing, consideration, and adjudication of administrative claims against insolvent financial institutions in federal receivership. 12 U.S.C. Sec. 1821(d)(3)-(10) (Supp. II 1990). RTC argues that, except for that portion of Sec. 1821(d)(6)(A) which permits a claimant to file suit in federal court for a de novo judicial determination after initial determination of a claim in the administrative claims process, FIRREA provides:

[N]o court shall have jurisdiction over--

(i) any claim or action for payment from, or any action seeking a determination of rights with respect to, the assets of any depository institution for which the Corporation has been appointed receiver, including assets which the Corporation may acquire from itself as such receiver; or

(ii) any claim relating to any act or omission of such institution or the Corporation as receiver.

12 U.S.C. Sec. 1821(d)(13)(D).

RTC asserts that all eight counts of the counterclaim fall within the FIRREA provisions for exclusive jurisdiction in federal court. While federal courts may have exclusive jurisdiction over such claims filed for de novo judicial determination after exhaustion of the administrative procedures set forth in Sec. 1821(d), we find neither explicit nor implicit application of such exclusivity to state-court actions brought before the appointment of the receiver.

--Subject-matter jurisdiction tested as of time of filing. -- Exclusivity applicable only to RTC as receiver. It is the well-settled rule that subject-matter jurisdiction is tested as of the time of the filing of the complaint. Praxis Properties, Inc. v. Colonial Sav. Bank, 947 F.2d 49, 63 n. 14 (3d Cir.1991). Subject-matter jurisdiction over counterclaims therefore should be tested no later than when first filed and, at least for compulsory counterclaims, perhaps at the time of the filing of the complaint.

This lawsuit was filed by RTC in its capacity as conservator. On June 1, 1990, Binford and Fritz filed their answer and counterclaims. To test subject-matter jurisdiction, all subsequent amended counterclaims asserting claims or defenses arising out of the conduct, transaction, or occurrence set forth, or attempted to be set forth, in the original counterclaim relate back to at least June 1. See SCRA 1986, 1-015(C). RTC was appointed receiver of American Federal on June 8, 1990, a week after the first filing of the counterclaims.3 Because Sec. 1821(d)(13)(D) refers only to claims in which either the Federal Deposit Insurance Corporation (FDIC) or RTC has been appointed receiver, it had no effect on subject-matter jurisdiction over the counterclaims at the time they were filed. See Praxis, 947 F.2d at 64 n. 14 (discussing stay provisions of Sec. 1821(d), court notes the administrative claims procedure set out in Sec. 1821(d) assists RTC in its capacity as receiver, but not in its capacity as conservator). Clearly, FIRREA did not preclude the court's subject-matter jurisdiction at the time the counterclaims were filed.

--Once attached, jurisdiction not lost. We next must determine the effect, if any, RTC's subsequent appointment as receiver has on the jurisdiction of the state court in which the action was filed. Does Sec. 1821(d)(13)(D) divest a state court of jurisdiction that already...

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