Jackson Walker LLP v. Federal Deposit Insurance, 13 F. Supp. 3d 953

HSOA is a federally chartered Minnesota bank; Jackson Walker was retained to assist in converting HSOA to a Texas bank and expanding legal services.
Retainer of $5,000 was paid by HSOA under a Retainer Agreement allowing application to fees and replenishment; balance applied to final statement.
HSOA previously faced an OTS order to Cease and Desist due to undercapitalization; required a capital plan and tangible equity.
Adams planned to convert HSOA to a Texas charter and use capital to acquire a large Houston mortgage operation; plan failed when funding stalled.
HSOA became a problem bank with OCC and state actions in November 2011; Jackson Walker was later paid a $100,000 evergreen retainer by HSOA.
FDIC became receiver for HSOA on February 24, 2012; Jackson Walker’s representation ended; invoices unpaid totaling $66,667.57; Jackson Walker filed suit seeking declaratory judgment re: secured claim to retainer; FDIC counterclaimed for ownership of the retainer.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether FIRREA divestiture bars the suit.	Walker argues jurisdiction exists under 1821(d)(6) after administrative claim.	FDIC relies on §1821(d)(13)(D) and §1821(j) to bar declaratory relief.	Subject matter jurisdiction exists; not barred by FIRREA.
Whether Jackson Walker has a valid security interest in the $100,000 retainer.	Retainer formed a security interest through the Retainer Agreement and subsequent actions.	No valid security agreement; emails did not create/amend; language lacked security language.	No secured interest; FDIC counterclaim granted.
Whether Jackson Walker can pursue declaratory relief on payment from assets.	Claim seeks determination of rights to payment from assets after administrative filing.	Requests for payment/possession of assets barred by FIRREA; relief improper.	Denied; Jackson Walker’s claim is essentially a payment-right claim, barred; but court treats as denial of secured interest.
Whether the Retainer Agreement and amendments were valid security agreements under UCC.	Retainer reflects intent to secure payment for services.	Agreement does not objectively reflect security intent; amendments not validly formed.	Retainer Agreement did not create a valid security interest.

National Union Fire Ins. Co. of Pittsburgh, Pa. v. City Sav., F.S.B., 28 F.3d 376 (3d Cir.1994) (distinguishes payment vs. non-payment claims under FIRREA)
Tri-State Hotels, Inc. v. FDIC, 79 F.3d 707 (8th Cir.1996) (exhaustion and scope of administrative review under FIRREA)
Hanson v. FDIC, 113 F.3d 866 (8th Cir.1997) (explains sweeping nature of § 1821(j) and equitable relief limits)
Freeman v. FDIC, 56 F.3d 1394 (D.C.Cir.1995) (non-exhausted claims susceptible to administrative remedy; declaratory relief context)
Dittmer Props., LP v. FDIC, 708 F.3d 1011 (8th Cir.2013) (illustrates when declaratory relief challenges affect FDIC powers vs. asset claims)
Bueford v. Resolution Trust Corp., 991 F.2d 481 (8th Cir.1993) (interprets FIRREA jurisdictional limits)