85 F. Supp. 3d 1258
D. Colo.2015Background
- Triad Bank purchased participation interests in three real-estate loans originally originated by Colorado Capital Bank (CCB). CCB later failed and the FDIC was appointed receiver on July 8, 2011.
- First-Citizens acquired most of CCB’s assets and assumed certain CCB liabilities pursuant to a Purchase and Assumption Agreement and entered a Shared-Loss Agreement with the FDIC covering recovery on assumed loans.
- Triad alleges (Count I) breach of contract against First-Citizens for failure to fund a subordinated loan that CCB had committed to (the Subordinated Loan Commitment), and (Count II) seeks a declaratory judgment that it is entitled to a pro rata share of monies First-Citizens received under the Shared-Loss Agreement with the FDIC.
- Triad did not present any administrative claims to the FDIC under FIRREA before filing suit; the claims were brought in federal court against First-Citizens after the FDIC receivership and asset transfer.
- First-Citizens moved to dismiss under Fed. R. Civ. P. 12(b)(1) (lack of subject-matter jurisdiction due to FIRREA exhaustion) and alternatively urged dismissal of Count II under Rule 12(b)(6).
- The magistrate recommended dismissal for lack of jurisdiction under FIRREA § 1821(d)(13)(D); the district court adopted the recommendation, overruled objections, and dismissed the action for lack of subject-matter jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether FIRREA § 1821(d)(13)(D) bars Triad’s breach-of-contract claim (failure to fund subordinated loan) | Triad: claim alleges an independent post‑receivership breach by First‑Citizens when it refused to fund the subordinated loan; therefore FIRREA exhaustion does not apply. | First‑Citizens: claim "had its genesis" in pre‑receivership commitments by CCB and could/should have been presented to the FDIC; exhaustion requirement bars federal jurisdiction. | Held: Claim is essentially a pre‑receivership claim rooted in CCB’s conduct and Triad failed to exhaust administrative remedies; FIRREA bars jurisdiction. |
| Whether FIRREA bars Triad’s declaratory-judgment claim seeking a pro rata share of Shared‑Loss payments from the FDIC | Triad: dispute is a contract interpretation against First‑Citizens, not a claim about FDIC acts; some recoveries ripened later so claim wasn’t necessarily ripe during administrative period. | First‑Citizens: claim seeks rights to payments from assets or relates to FDIC acts as receiver (Shared‑Loss Agreement/payments) and was ripe at entry of Shared‑Loss Agreement; therefore FIRREA exhaustion required. | Held: The declaratory claim seeks determination of rights with respect to failed‑bank assets and relates to FDIC acts as receiver; it was ripe and barred by FIRREA for failure to exhaust. |
| Whether the court should reach First‑Citizens’ alternative Rule 12(b)(6) attack on Count II | Triad: (no separate argument) | First‑Citizens: alternatively requested dismissal of Count II for failure to state a claim to preserve the record for appeal. | Held: Court declined to reach 12(b)(6) merits because it lacks subject‑matter jurisdiction under FIRREA. |
Key Cases Cited
- Basso v. Utah Power & Light Co., 495 F.2d 906 (10th Cir. 1974) (party invoking federal jurisdiction bears burden to establish it exists)
- Holt v. United States, 46 F.3d 1000 (10th Cir. 1995) (distinguishing facial and factual Rule 12(b)(1) attacks)
- Homeland Stores, Inc. v. Resolution Trust Corp., 17 F.3d 1269 (10th Cir. 1994) (limited exception where claim arises solely from post‑receivership conduct)
- Tri‑State Hotels, Inc. v. FDIC, 79 F.3d 707 (8th Cir. 1996) (look to substance of claim; cannot evade FIRREA by suing successor)
- Village of Oakwood v. State Bank & Trust Co., 539 F.3d 373 (6th Cir. 2008) (successor banks "stand in the shoes" of FDIC; exhaustion applies)
- American Nat’l Ins. Co. v. FDIC, 642 F.3d 1137 (D.C. Cir. 2011) (claims that do not have their genesis in failed institution’s acts may proceed)
- Bell v. Hood, 327 U.S. 678 (U.S. 1946) (courts must assume jurisdiction before ruling on merits issues)