Mtb Enterprises v. Adc Venture 2011-2 , 780 F.3d 1256 ( 2015 )

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
MTB ENTERPRISES, INC., a Utah No. 13-35468
corporation; MICHAEL T. BILANZICH,
an individual; HAIRWARE USA, INC., D.C. No.
a Utah corporation, 1:12-cv-00331-
Plaintiffs-Appellants, EJL
v.
OPINION
ADC VENTURE 2011–2, LLC, a
Delaware LLC,
Defendant-Appellee.
Appeal from the United States District Court
for the District of Idaho
Edward J. Lodge, District Judge, Presiding
Submitted March 23, 2015*
Seattle, Washington
Filed March 23, 2015
Before: M. Margaret McKeown, Richard C. Tallman,
and John B. Owens, Circuit Judges.
Opinion by Judge McKeown
*
The panel unanimously concludes that this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
2 MTB ENTER. V. ADC VENTURE 2011–2
SUMMARY**
Subject Matter Jurisdiction
The panel dismissed for lack of subject matter jurisdiction
an appeal from the district court’s order dismissing claims
arising when financial institution ANB Financial failed.
The panel held that the venue provision in the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989,
12 U.S.C. § 1821(d)(6)(A), is a jurisdictional limitation on
federal court review. The panel further held that Congress
vested two federal district courts with jurisdiction over this
lawsuit: the United States District Court for the Western
District of Arkansas, where the failed bank’s principal place
of business was located, and the United States District Court
for the District of Columbia. The panel concluded that
because the plaintiffs filed their complaint in the United
States District Court for the District of Idaho, that court
lacked subject matter jurisdiction.
**
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
MTB ENTER. V. ADC VENTURE 2011–2 3
COUNSEL
Geoffrey J. McConnell and Chad M. Nicholson, Meuleman
Mollerup LLP, Boise, Idaho; and Sean N. Egan, Salt Lake
City, Utah, for Plaintiff-Appellant.
Larry E. Prince and A. Dean Bennett, Holland & Hart LLP,
Boise, Idaho, for Defendant-Appellee.
OPINION
McKEOWN, Circuit Judge:
INTRODUCTION
This case is about a bank loan gone awry—and where
parties can sue to recoup their losses when a financial
institution fails. Under the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 (“FIRREA” or “the
Act”), claimants in cases involving failed institutions must
file suit either in the district in “which the depository
institution’s principal place of business is located or the
United States District Court for the District of Columbia (and
such court shall have jurisdiction to hear such claim).”
12 U.S.C. § 1821(d)(6)(A)(ii). The question of first
impression in our circuit is whether this procedural provision
is jurisdictional or simply a venue requirement subject to
waiver. We conclude that this section sets out the subject-
matter jurisdiction of the court.
4 MTB ENTER. V. ADC VENTURE 2011–2
BACKGROUND
In 2007, as the real estate boom edged toward its pre-
recession peak, MTB Enterprises, Inc., entered into a
financing arrangement in which ANB Financial agreed to
provide it with a $17 million loan and line of credit to
develop a real estate parcel called Sundance Ranch in Canyon
County, Idaho. A year later, ANB balked on honoring the
final $6 million in payouts, and thereafter failed as a financial
institution. MTB’s construction project was left to languish.
In the aftermath, the Federal Deposit Insurance Corporation
(“FDIC”) was appointed as receiver and transferred the
construction loan, along with ANB’s other assets and certain
liabilities, to a new entity—ADC Venture, 2011–2, LLC.
The bank loan inspired an alphabet soup of claims and
lawsuits. In 2008, MTB filed an administrative claim with
the FDIC and a lawsuit in the United States District Court for
the District of Idaho, which named the FDIC and ANB as
codefendants. The FDIC rejected the administrative claim.
The civil case was transferred to the Western District of
Arkansas, where ANB Financial was headquartered. Soon
after, MTB voluntarily dismissed its lawsuit without
prejudice.
In 2012, MTB filed a new suit against ADC
Venture—without the FDIC as a defendant—in the District
of Idaho. MTB alleged that ADC Venture assumed the
obligations of its predecessor and therefore was liable for
breach of contract and resulting damages from the failed
construction venture. The district court dismissed MTB’s
claims, finding that ADC Venture did not assume liability
stemming from the 2007 loan.
MTB ENTER. V. ADC VENTURE 2011–2 5
ANALYSIS
ADC Venture now argues, for the first time on appeal,
that we lack subject-matter jurisdiction over this lawsuit
under FIRREA. We consider this issue because defects in
subject-matter jurisdiction “may be raised at any time.”
Henderson ex rel. Henderson v. Shinseki, 562 U.S. 428, __,
131 S. Ct. 1197, 1202 (2011).
In the wake of “the savings and loan crisis of the 1980s,
Congress passed FIRREA to give the FDIC power to take all
actions necessary to resolve the problems posed by a financial
institution in default.” Benson v. JPMorgan Chase Bank,
N.A., 673 F.3d 1207, 1211 (9th Cir. 2012) (internal quotation
marks omitted). The Act “provides detailed procedures to . . .
ensure that the assets of a failed institution are distributed
fairly and promptly among those with valid claims against the
institution, and to expeditiously wind up the affairs of failed
banks.” Id. (quoting McCarthy v. FDIC, 348 F.3d 1075, 1079
(9th Cir. 2003)). Jilted bank borrowers—or “claimants,” in
the parlance of the statute—must, among other things,
exhaust administrative remedies and comply with FIRREA’s
directives on when and where to file suit.
Under FIRREA, a claimant must sue in the district court
“within which the [failed bank’s] principal place of business
is located or the United States District Court for the District
of Columbia . . . .” 12 U.S.C. § 1821(d)(6)(A)(ii). The
statute goes on to state, parenthetically, “(and such court shall
have jurisdiction to hear such a claim).” Id. At issue is
whether that rule is jurisdictional.
In recent years, the Supreme Court has refined its
approach to subject-matter jurisdiction and, in its words,
6 MTB ENTER. V. ADC VENTURE 2011–2
sought “to bring some discipline to the use of th[e] term”
jurisdictional. Henderson, 131 S. Ct. at 1202. A
jurisdictional rule is one that “governs a court’s adjudicatory
capacity, that is, its subject-matter or personal jurisdiction.”
Id. In the case of a federal statute, a provision is
jurisdictional if it contains a “‘clear’ indication that Congress
wanted the rule to be ‘jurisdictional.’” Id. at 1203 (quoting
Arbaugh v. Y&H Corp., 546 U.S. 500, 515–16 (2006)). The
Court noted that “Congress, of course, need not use magic
words in order to speak clearly on this point. Context,
including this Court’s interpretation of similar provisions in
many years past, is relevant.” Id. (internal quotation marks
omitted).
In this case, Congress in fact invoked the “magic words”
in two provisions, leaving little doubt that FIRREA’s
strictures are jurisdictional. Section 1821(d)(13)(D),
denominated as “Limitation on judicial review,” provides that
“[e]xcept as otherwise provided in this subsection, no court
shall have jurisdiction over . . . any claim relating to any act
or omission of . . . the [FDIC] as receiver.” 12 U.S.C.
§ 1821(d)(13)(D). This jurisdiction-stripping provision
“applies to § 1821(d) as a whole”—the subsection that also
encompasses the venue provision. In re Lewis, 398 F.3d 735,
743 (6th Cir. 2005). Section 1821(d)(6)(A) contains its own
reference to jurisdiction and provides that when claimants file
suit in either of the two prescribed district courts, “such court
shall have jurisdiction to hear such claim.” 12 U.S.C.
§ 1821(d)(6)(A)(ii). Taken together, these provisions
underscore the jurisdictional nature of § 1821(d)(6)(A).
Not surprisingly, in the face of this statutory scheme, the
First Circuit and an array of district courts have reached the
same conclusion. See Lloyd v. FDIC, 22 F.3d 335, 337 (1st
MTB ENTER. V. ADC VENTURE 2011–2 7
Cir. 1994); see, e.g., Friederichs v. Gorz, 624 F. Supp. 2d
1058, 1061–62 (D. Minn. 2009) (citing cases) (“While
ostensibly a venue provision, Section 1821(d)(6)(A) has been
interpreted as jurisdictional, since FIRREA divests courts of
jurisdiction over all claims not brought in accordance with its
strictures.”). Likewise, we and other courts have interpreted
other provisions within the same statutory subsection as
jurisdictional. See, e.g., Rundgren v. Wash. Mut. Bank,
760 F.3d 1056, 1060–61 (9th Cir. 2014) (interpreting
administrative exhaustion requirements in § 1821(d)(13)(D)
as jurisdictional); Miller v. FDIC, 738 F.3d 836, 843–45 (7th
Cir. 2013) (interpreting 60-day statute of limitations in
§ 1821(d)(6)(B) as jurisdictional).
We join the chorus and hold that the venue provision in
§ 1821(d)(6)(A) is a jurisdictional limitation on federal court
review—a conclusion that MTB acknowledges is correct.1
Accordingly, Congress has vested two federal district courts
with jurisdiction over this lawsuit: the United States District
Court for the Western District of Arkansas, where the failed
bank’s principal place of business is located, and the United
States District Court for the District of Columbia. MTB,
however, filed this complaint in the United States District
Court for the District of Idaho.2 Because that court lacked
1
In supplemental briefing, MTB candidly wrote “that the law of this
Circuit and elsewhere appears to indicate that this provision is a
jurisdictional limitation on Federal Court review.” MTB also confirmed
that ANB Financial’s principal place of business is Benton County,
Arkansas.
2
MTB suggests that it is excused from complying with
§ 1821(d)(6)(A)(ii) because it already did so in its initial 2008 lawsuit,
which was transferred to the Western District of Arkansas. However,
nothing in FIRREA suggests that § 1821(d)(6)(A)(ii) applies only the first
8 MTB ENTER. V. ADC VENTURE 2011–2
subject-matter jurisdiction from the start, this case must be
dismissed.3
DISMISSED.
time around. A claimant always must comply with § 1821(d)(6)(A)(ii)
when it brings a federal suit subject to FIRREA.
3
In light of our holding, we need not consider whether FIRREA’s
administrative exhaustion requirement and 60-day statute of limitations
pose additional jurisdictional barriers to MTB’s action. See
§ 1821(d)(13)(D)(ii), (d)(6)(B).