Iberiabank v. Beneva 41-1, LLC
2012 U.S. App. LEXIS 24696
| 11th Cir. | 2012Background
- FDIC, as receiver, took charge of Orion Bank and acquired its assets; sublease ran 1979–2049 with renewal options and a termination clause allowing termination on Orion’s sale/transfer to another bank; Orion’s assets were transferred to Iberiabank under FIRREA §1821(d)(2)(G)(i)(II) and the FDIC asserted the right to enforce the sublease; Beneva, as successor to the sublessor, sought to terminate the sublease after the transfer; Iberiabank filed for declaratory judgment seeking to enforce the sublease and avoid the termination clause; the district court granted summary judgment in Iberiabank’s favor, concluding §1821(e)(13)(A) prohibits enforcement of the termination clause against the FDIC’s successor.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether FDIC can enforce the sublease under §1821(e)(13)(A). | Iberiabank argues FDIC status can enforce contracts. | Beneva argues §1821(e)(13)(A) does not authorize enforcement against transferee. | Yes; FDIC can enforce the contract against the successor. |
| Whether the termination clause is unenforceable as an ipso facto provision under §1821(e)(13)(A). | Iberiabank contends clause is ipso facto and thus unenforceable. | Beneva contends clause does not trigger the statute’s language. | Unenforceable; clause falls within §1821(e)(13)(A) as applied to receivership. |
| Whether the district court properly granted summary judgment and related fee issues. | Iberiabank sought final resolution on the statute and contract construction; fee issue reserved. | Beneva argued the court erred in not narrowing issues and questioned fee authority. | District court properly granted summary judgment; fee issue resolved with stipulation and timing. |
Key Cases Cited
- McAndrews v. Fleet Bank of Massachusetts, N.A., 989 F.2d 13 (1st Cir. 1993) (FDIC enforcement of pre-FIRREA contracts; retroactivity not at issue here)
- United States v. DBB, Inc., 180 F.3d 1277 (11th Cir. 1999) (statutory interpretation starting point is text)
- Brandon, Jones, Sandall, Zeide, Kohn, Chalal & Musso, P.A. v. MedPartners, Inc., 312 F.3d 1349 (11th Cir. 2002) (attorney’s fees under contract; premature appeal rule)
- Grable & Sons Metal Prods., Inc v. Darue Eng. & Mfg, 545 U.S. 308 (U.S. 2005) (arising under federal question jurisdiction)
- Holloman v. Mail-Well Corporation, 443 F.3d 832 (11th Cir. 2006) (summary judgment standard; de novo review)