MEMORANDUM OPINION AND ORDER REGARDING PENDING MOTIONS FILED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
On June 5, 2003, the Federal Deposit Insurance Corporation (“FDIC”), plaintiff-intervenor, filed a Motion for Partial Summary Judgment and Opposition to Shareholders’ Motion for Partial Summary Judgment on Damages (“FDIC Mot. Re. Damages”). The FDIC agreed with plaintiffs’ argument that the Government was liable under a restitution theory for the net equity value of Transohio Savings Bank, FSB (“Transohio Savings”) “immediately prior to entry into its goodwill contract[.]” Id. at 2. The FDIC, however, disputed plaintiffs’ right tо assert that claim, since the FDIC is the legal successor-in-interest to Transohio Savings. Id.; see also FDIC’s October 20, 2000 Motion for Partial Summary Judgment on Liability (“FDIC’s Mot. P.S.J. on Liability”) at 6 (citing 12 U.S.C. § 1821(d)(2)(A)(i) and § 1441(a)(b)(4)(A) (the Resolution Trust Corporation (“RTC”) as Receiver succeeded to
On September 16, 1994, the RTC became the Receiver of Transohio Savings. See FDIC Exhibit 17 (App. at 217). On December 31, 1995, the RTC’s functions were assumed by the Federal Savings and Loan Insurance Corporation (“FSLIC”) Resolution Fund-RTC, which is managed by the FDIC. See 12 U.S.C. § 1441a(m)(2); 12 U.S.C. § 1821a (a)(4); 12 U.S.C. § 1823(d)(2) and 3(A)(B). Therefore, as a matter of law, the FDIC asserts it is the only party with standing to pursue any claims that Transohio Sаvings may have in this case.
On October 31, 2003, the court issued a Memorandum Opinion and Order granting, in substantial part, an October 10, 2000 motion for partial summary judgment filed by American Capital Corporation and Transcapital Financial Corporation (collectively “plaintiffs”) because an August 29, 1986 Assistanсe Agreement between plaintiffs and the FSLIC, incorporating by reference an August 21, 1996 Federal Home Loan Bank Board (“FHLBB”) Resolution No. 86-864, creаted a valid and enforceable contract. See American Capital I,
On February 27, 2004, the court also issued a Memorandum Opinion and Order granting plaintiffs’ August 31, 2001 motion for partial summary judgment regarding damages. See American Capital II,
In light of the court’s holding in American Capital II that TFC’s claim for damagеs regarding the net equity value of Transohio Savings was for “essential reliance” interest rather than restitution, and at the court’s invitation, the FDIC amendеd its March 25, 1997 complaint also to assert an alternative claim for the net equity value of Transohio Savings under an “essential reliance” dаmage theory. See March 17, 2004 FDIC Amend. Compl. at 10; see also American Capital II, at 580-82, 589.
As an unanimous Supreme Court stated in Franchise Tax Bd. of California v. Alcan Aluminium Ltd.,
There is ... an exception to [the so-called shareholder standing] rule allowing a shareholder with a direct, personal interest in a cause of action to bring suit even if the corporation’s rights are also implicated.
Id. In this case, TFC falls intо that exception since it suffered direct injury as a result of the Government’s breach of the Assistance Agreement to which TFC was a signatory and lost the value of its equity in Transohio Savings, which it proffered as partial consideration for the Assistance Agreement. Id. at 336-37,
In light of the fact that the FDIC now has protected any alleged interest it may have in this action, under eithеr a restitution or reliance interest theory, as a matter of law and in the interest of justice all pending claims of the FDIC in this case are dismissed. In rеaching this determination, the court wishes to acknowledge its appreciation for the substantive contribution of the FDIC and its dedicated efforts on behalf of public interest. Plaintiffs have indicated that they wish to proffer the testimony of a damages expert retained by the FDIC at the June 21, 2004 evidentiary hearing. For this reason, as the court previously ruled, the FDIC will be allowed to participate in the evidentiary hearing beginning on June 21, 2004, if it wishes, аnd any further briefing, as an amicus.
CONCLUSION
For the aforegoing reasons, the FDIC’s October 20, 2000 Motion for Summary Judgment on Liability is dismissed as moot and the FDIC’s September 26, 2001 Motiоn for Extension of Time to Respond to Plaintiffs’ Motion for Partial Summary Judgment with Respect to Damages is also dismissed as moot.
In addition, the FDIC’s June 5, 2003 Motion fоr Partial Summary Judgment on Damages and Opposition to Shareholders’ Motion for Partial Summary Judgment on Damages is denied.
The FDIC’s March 25,1997 and March 17, 2004 complaints are dismissed.
In order to facilitate the orderly consideration of this Memorandum Opinion and Order in the event of an appeal, the court will enter a final judgment regarding the FDIC claims at the same time a final judgment is entered regarding plaintiffs’ claim for liability and damages, as well as аll motions for reconsideration.
The Clerk of Court is directed to enter judgment accordingly.
IT IS SO ORDERED.
Notes
. The relevant background and procedural history of this case to date are set forth in American Capital Corp. v. United States,
. In addition, the court ruled that plaintiff TFC was entitled to recover damages for its “collateral reliance” interest in the amount of capital that was contributed to Transohio Savings to implement and effectuate the Assistance Agreement. See American Capital II,
The FDIC takes no position regarding this claim "as long as such an award would not affect Transohio Savings’ right to recover on its claims or diminish damages otherwise recoverable by FDIC as successor to the rights of Transohio.” FDIC Mot. Re. Damages at 2.
. The сourt deems that the FDIC's March 17, 2004 complaint amends the FDIC’s March 25, 1997 complaint, so that the FDIC has preserved its alleged claims under either a restitution theory or a reliance theory.