Sporting Club Acquisitions, Ltd. v. F.D.I.C.
| Decision Date | 29 November 1993 |
| Citation | 70 F.3d 1282 |
| Parties | NOTICE: Although citation of unpublished opinions remains unfavored, unpublished opinions may now be cited if the opinion has persuasive value on a material issue, and a copy is attached to the citing document or, if cited in oral argument, copies are furnished to the Court and all parties. See General Order of |
| Court | U.S. Court of Appeals — Tenth Circuit |
Before MOORE, BARRETT, and WEIS, ** Circuit Judges.
After examining the briefs and appellate record, this panel has determined unanimously that oral argument would not materially assist the determination of this appeal. See Fed. R.App. P. 34(a); 10th Cir. R. 34.1.9. The case is therefore ordered submitted without oral argument.
Sporting Club Acquisitions, Ltd. (SCA) brought this action for specific performance and compensatory relief against the Federal Deposit Insurance Corporation (FDIC) based on allegations of fraud, breach of contract, and breach of fiduciary duty. The district court dismissed without prejudice SCA's specific performance claim for lack of jurisdiction under 12 U.S.C. 1821(j), which prohibits courts from taking "any action ... to restrain or affect the exercise of power or functions of the [FDIC in its capacity] as a conservator or a receiver." Concerned lest this jurisdictional dismissal constrain what arguments could be (re)urged on the merits, SCA moved for clarification on the point, which was summarily denied. Thereafter, SCA dropped its fraud claim and the district court entered summary judgment for FDIC on the breach of contract and fiduciary duty claims. SCA now appeals these adverse rulings. As explained below, we affirm for substantially the reasons stated by the district court.
We say, "substantially," in part because our affirmance of summary judgment for FDIC on the merits of SCA's substantive claims moots some of the issues before us. Without a viable claim to provide a basis for the specific performance requested, any opinion we might express on the availability of such relief in light of 1821(j) would be purely advisory. Further, since we consider all of the arguments against summary judgment asserted by SCA on appeal, including any the district court may have deemed barred by virtue of its order denying injunctive relief, our affirmance obviates resolution of SCA's objection regarding the denial of its motion for clarification. We turn, then, to the dispositive question of summary judgment.
The basic federal principles governing our review were recently summarized in terms particularly appropriate here:
We review a district court's grant of summary judgment de novo and apply the same legal standard used by the district court. Under [Fed.R.Civ.P.] 56(c), summary judgment is appropriate only if the record, viewed in the light most favorable to the party resisting the motion, reveals no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. A fact is material if it might affect the outcome of the suit under the governing law, and a genuine issue exists if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.
Moreover, as a federal court sitting in diversity jurisdiction, our role is to ascertain and apply the proper state law, here that of [Colorado], with the goal of insuring that the result obtained is the one that would have been reached in the state courts. We review de novo the district court's construction of Colorado law, affording no deference to its conclusions.
Occusafe, Inc. v. EG & G Rocky Flats, Inc., 54 F.3d 618, 621 (10th Cir.1995) (citations and quotations omitted).
The uncontested facts material to SCA's contract claim are set out in the district court's order and, again, in the parties briefs, and will be recited only in summary here. In its capacity as receiver, FDIC acquired title to a sporting club, encumbered by a first right of refusal and purchase option held by Olympia & York (O & Y). FDIC offered the property--expressly subject to O & Y's first right--at a public auction, informing participants that seller financing would be available to qualified successful bidders. After entering the successful bid, SCA executed a purchase and sale agreement with FDIC, conditional upon the nonexercise of O & Y's first right. FDIC then gave the requisite notice to O & Y, which did not wish to purchase the sporting club. However, O & Y assigned the first right to a third party, which notified FDIC that it would exercise the right and buy the property. In accordance with the conditional purchase and sale contract with SCA, FDIC informed SCA that the first right had been exercised and terminated the contract. FDIC sold the property to the third party on equivalent terms, including seller financing.
The parties' dispute focuses on the interpretation of contractual documents, which, as we consider the operative terms unambiguous, involves a pure question of law, Pepcol Mfg. Co. v. Denver Union Corp., 687 P.2d 1310, 1313 (Colo.1984). SCA maintains FDIC (1) breached their purchase and sale contract by selling the sporting club to O & Y's post-auction assignee, and (2) violated the terms of the auction by providing seller financing in connection with that nonbid sale. The district court rejected SCA's claims based on its conjunctive consideration of the purchase and sale contract and the first right to which it expressly refers. We agree with the district court's analytical approach, see In re Application for Water Rights of Town of Estes Park v. Northern Colo. Water Conservancy Dist., 677 P.2d 320, 327 (Colo.1984)("When necessary to ascertain the agreement of the parties, separate instruments that pertain to the same transaction should be read together ... even though they are not executed by the same parties."); see also Hein Enters., Ltd. v. San Francisco Real Estate Investors, 720 P.2d 975, 980 (Colo.Ct.App.1985)(where contract was expressly made subject to instrument containing right of first refusal, such right deemed part of contract as a matter of law), and affirm the conclusions reached thereby.
Although donning various legal guises, SCA's primary argument essentially consists of one naked assertion: where the purchase and sale contract acknowledges that it may be nullified by "the party entitled to exercise the First Right of Refusal (the 'Right Holder')," see App. at 106, this reference to the right holder, though unqualified, must be understood as tacitly modified by some such...
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