Beckley v. DiGeronimo
Case Date: 07/19/1999
Court: United States Court of Appeals
Docket No: 96-2292
|
For the First Circuit No. 96-2292 BECKLEY CAPITAL LIMITED PARTNERSHIP, Plaintiff, Appellant, v. ELIZABETH ANN DiGERONIMO, Executrix of the Estate of Anthony L. DiGeronimo, Defendant, Appellee. ____________________ No. 98-1464 ELIZABETH ANN DiGERONIMO, Executrix of the Estate of Anthony L. DiGeronimo, Plaintiff, Appellant, v. FEDERAL DEPOSIT INSURANCE CORPORATION and BECKLEY CAPITAL LIMITED PARTNERSHIP, Defendants, Appellees. APPEALS FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE [Hon. James R. Muirhead, U.S. Magistrate Judge] [Hon. Joseph A. DiClerico, U.S. District Judge] Before Selya, Boudin and Lipez, Circuit Judges. Thomas J. Pappas, with whom Stephanie A. Bray, Thomas W. Aylesworth and Wiggin & Nourie, P.A. were on brief for Elizabeth Ann DiGeronimo. Frank P. Spinella, Jr. with whom Hall, Morse, Anderson, Miller & Spinella, P.C. was on brief for Beckley Capital Limited Partnership. Ashley Doherty, Counsel, Federal Deposit Insurance Corporation, with whom Ann S. DuRoss, Assistant General Counsel, Colleen J. Boles, Senior Counsel, Steven A. Solomon and Bachus, Meyer, Solomon, Rood & Branch were on brief for Federal Deposit Insurance Corporation. July 19, 1999 BOUDIN, Circuit Judge. Before us are two appeals arising out of two different district court cases, which both stem from a single 1988 bank loan. On August 15, 1988, Biotech Realty Trust ("Biotech") obtained a loan from the Bank of New England-Worcester and executed a note in favor of the bank in the principal amount of $700,000. To secure the note, Biotech executed a mortgage in favor of the bank on a commercial building in Leominster, Massachusetts; and Anthony DiGeronimo, as did two other persons, executed a personal guaranty of Biotech's obligations under the note. On January 6, 1991, the bank failed and the Federal Deposit Insurance Corporation ("FDIC") became its receiver. Thereafter, Biotech defaulted on the note, and RECOLL Management Corporation ("RECOLL"), which administered certain assets of the bank on behalf of the FDIC, began foreclosure proceedings in Massachusetts state court. On March 16, 1994, RECOLL agreed with Biotech and the guarantors that the building securing the note would be sold to a tenant, that the proceeds would be applied to reduce the outstanding balance on the note, and that the guarantors would be released if they made certain disclosures as to their own financial status. Although the other guarantors apparently declined to make the required disclosures, Anthony DiGeronimo did make them. In addition, he contributed just over $10,000 to ensure that the net amount received by the FDIC on the sale of the building to the tenant met the minimum figure that the FDIC had set as a condition of the overall transaction. Although RECOLL told Anthony DiGeronimo that a written release to him would be forthcoming, no such release was ever delivered. After the March 1994 sale, a balance remained due on the note (apparently the balance was then about $195,000). On June 9, 1994, the FDIC sold the note and the guaranty to Beckley Capital Limited Partnership ("Beckley") as part of a package of assets that the FDIC had inherited as receiver of the bank. On July 23, 1994, Anthony DiGeronimo died, and his wife, Elizabeth Ann DiGeronimo, became executrix of the estate. New Hampshire requires that claims against an estate be filed in court within one year of decedent's death, N.H. Rev. Stat. Ann. 556:5, and the one-year period ended without any suit being brought by Beckley against the estate of Anthony DiGeronimo on the guaranty. Nevertheless, after the expiration of the one-year deadline, Beckley sued Elizabeth as executrix of the DiGeronimo estate on April 11, 1996, on the ground that the estate remained liable under the guaranty for the outstanding balance on the note. When the estate asserted the one-year state statute of limitations (along with other defenses), Beckley argued that it was entitled to the much longer six-year statute of limitations available to the FDIC under the Financial Institutions Reform, Recovery, and Enforcement Act ("FIRREA"), 12 U.S.C. 1821(d)(14). In September 1996, the magistrate judge, acting under 28 U.S.C. 636(C), concluded on cross-motions for summary judgment that Beckley was governed by the one-year statute and dismissed the case. Beckley Capital L.P. v. DiGeronimo, 942 F. Supp. 728 (D. N.H. 1996). In No. 96-2292, Beckley appeals from that decision. In March 1997, Elizabeth DiGeronimo brought a separate suit in the federal district court in New Hampshire, seeking specific performance against the FDIC, or in the alternative against Beckley, to require delivery of the release assertedly promised by RECOLL at the time of the March 16, 1994, transaction. Although this might seem redundant given the dismissal of Beckley's action, Beckley was not only appealing from that dismissal but also seeking in state court to obtain an equitable extension of the one- year deadline for suing the estate. N.H. Rev. Stat. Ann. 556:28. Both defendants moved for summary dismissal of the injunction action. In a decision filed on March 23, 1998, the district court dismissed the claim against the FDIC on the ground that it was barred by a different provision of FIRREA, 12 U.S.C. 1821(d)(13)(D). The court also dismissed the estate's claim against Beckley on the ground that it was effectively a compulsory counterclaim that the estate should have asserted in the earlier lawsuit by Beckley to recover on the guaranty. See Fed. R. Civ. P. 13(a). The DiGeronimo estate appeals this decision in No. 98-1464. We begin with Beckley's appeal in No. 96-2292 in which it contends that, as the FDIC's assignee, it is not bound by the state law requiring that suits against an estate be brought within one year. Congress enacted a special statute of limitations applying "with regard to any action brought by the [FDIC] as conservator or receiver." 12 U.S.C. 1821(d)(14)(A). For contract claims, the FDIC has "the longer of (I) the 6-year period beginning on the date the claim accrues; or (II) the period applicable under State law." Id. 1821(d)(14)(A)(i). Further, the statute says that "a claim accrues" for purposes of subsection (A) on "the later of (i) the date of the appointment of the [FDIC] as conservator or receiver; or (ii) the date on which the cause of action accrues." Id. 1821(d)(14)(B). At first glance, one might think that Beckley's position is unaffected by this statute since the statute's plain language is directed to suits by the FDIC (and only in its capacity as a conservator or receiver), and Beckley's suit is not one by the FDIC. Nothing in the statute says that someone acquiring a contract right previously held by the FDIC should get the benefit of the FDIC's special statute of limitations, nor is there any indication that Congress considered the issue. Thus, neither the plain language of the statute nor any directly pertinent legislative history supports Beckley's position. Nevertheless, a number of circuits, and some district and state courts as well, have held that one who purchases an obligation owned by the FDIC as conservator or receiver is entitled to take advantage of the special six-year statute of limitations, and no circuit appears to directly hold to the contrary. But cf. Federal Fin. Co. v. Hall, 108 F.3d 46 (4th Cir.), cert. denied, 118 S. Ct. 157 (1997) (dictum). This outcome is usually made to rest on either or both of two propositions: the common law axiom that assignees "stand in the shoes" of assignors, e.g., Bledsoe, 989 F.2d at 810, and the federal policy interest in promoting the marketability of the FDIC's assets derived from failed banks, e.g., id. at 18. The axiom is fairly weak support for the result. It is true that courts often say that assignees stand in the shoes of assignors and are thus entitled to whatever rights the assignor had vis- |