Savings did file an Answer. (Defendant's Brief at 3.)
On February 13, 1987, the Bank Board appointed FSLIC as receiver for Life Savings, pursuant to 12 U.S.C. § 1464(d)(6)(A). (Herbert Aff., para. 3 and Ex. A at 1-2.) FSLIC was appointed receiver in part because Life Savings was insolvent. (Herbert Aff., Ex. A at 1.) Also on February 13, 1987, the Bank Board directed FSLIC to liquidate the assets of Life Savings. (Herbert Aff., para. 4 and Ex. B at 1.)
On March 13, 1987, FSLIC, as receiver for Life Savings, petitioned this court to remove the action from state court, asserting jurisdiction under 12 U.S.C. § 1730(k)(1).
On October 2, 1987, FSLIC moved to dismiss Resna's complaint for lack of subject matter jurisdiction, or in the alternative, for failure to state a claim upon which relief may be granted. FSLIC argues that after its appointment as receiver, subject matter jurisdiction over any claims against Life Savings, now in receivership, rests exclusively with FSLIC and its supervisory authority, the Bank Board. FSLIC asserts all such claims must be brought through a comprehensive administrative claims procedure established by federal statute and regulations. FSLIC's determination on such claims is then subject to administrative review by the Bank Board, and finally, to judicial review under the Administrative Procedure Act, 5 U.S.C. § 701 et seq. (the "APA"). As indicated, Resna has not opposed FSLIC's motion.
1. Question Presented
The question posed by defendant's motion to dismiss is whether Congress intended, in its broad grant of administrative powers to the Bank Board and FSLIC, to give these entities exclusive jurisdiction over creditor claims against insolvent institutions in receivership, subject only to judicial review under the APA.
2. Statutory Framework
The Bank Board and FSLIC are part of a network of regulatory bodies established by Congress to guard against and to deal with future failures in the nation's banking institutions. The Home Owners' Loan Act of 1933 ("HOLA"), as amended, 12 U.S.C. §§ 1461-1470, created the Federal Savings and Loan Association System, and subchapter IV of the National Housing Act of 1934 ("NHA"), as amended, 12 U.S.C. §§ 1724-1730, created FSLIC.
Through the HOLA, Congress placed the savings and loan system under the control of the Bank Board. 12 U.S.C. § 1464(a). The HOLA gave the Bank Board broad discretionary powers, including the discretion to appoint a receiver for any institution if the Bank Board determined that one of the statutory grounds, such as insolvency, existed. 12 U.S.C. § 1464(d)(6). The HOLA also authorized the Bank Board to promulgate rules and regulations governing the liquidation of an association and the conduct of receiverships. 12 U.S.C. § 1464(d)(11).
Through the NHA, Congress created FSLIC as a corporation, agency, and instrumentality of the United States, and placed it under the direction of the Bank Board. 12 U.S.C. §§ 1725(c), 1730(k)(1). FSLIC's purpose is to maintain the financial stability of the savings and loan system and to protect depositors and creditors of savings institutions. 12 U.S.C. §§ 1726, 1729(f), 1730. Under the Bank Board's supervision, FSLIC has two essential functions: (1) to monitor savings and loan institutions for compliance with the federal regulations; and (2) to act as a receiver or conservator in cases of insolvency.
As receiver, FSLIC can settle, compromise or release claims against the institution, subject to the regulation of the Bank Board. 12 U.S.C. § 1729(d). In the event of liquidation, FSLIC must promptly reimburse depositors out of its insurance fund. It then satisfies nondepositor creditors' claims to the extent that the institution's assets so permit.
The Bank Board has promulgated regulations establishing an administrative procedure for initially adjudicating claims against the assets of a savings and loan institution in receivership. See 12 C.F.R. §§ 549.1-549.8. FSLIC must give notice to all claimants of the assets of the institution and specify a date by which claims must be filed. Id. § 549.4(a). FSLIC is authorized to "allow any claim seasonably received and proved to its satisfaction," but "may wholly or partly disallow" any claim not proved to its satisfaction. FSLIC must notify the claimant of the disallowance and the reasons for it. Id. § 549.4(b). This determination is appealable to the Bank Board. See id. § 549.4(c)-(d). While courts may not "restrain or affect the exercise of powers or functions" of a receiver, 12 U.S.C. § 1464(d)(6)(C), the final determinations by the Bank Board are subject to judicial review under the APA, 5 U.S.C. §§ 701-706.
3. FSLIC's Exclusive Jurisdiction Over Claims Against Institutions in Receivership
a. Statutory Provisions
FSLIC bases its assertion of exclusive jurisdiction principally on two statutory provisions, 12 U.S.C. § 1729(d) and 12 U.S.C. § 1464(d)(6)(C). Section 1729(d), as amended in 1982, provided that in liquidating insured institutions, FSLIC
shall have power to carry on the business of and to collect all obligations to the insured institutions, to settle, compromise, or release claims in favor of or any against the insured institutions, and to do all other things that may be necessary in connection therewith, subject only to the regulation of the Federal Home loan Bank Board, or, in cases where [FSLIC] has been appointed conservator, receiver, or legal custodian solely by a public authority having jurisdiction over the matter other than said Board, subject only to the regulation of such public authority.
(emphasis added.) Because of a sunset provision in the 1982 amendments, in 1986, section 1729(d) automatically reverted to its pre-1982 form:
In connection with the liquidation of insured institutions in default, [FSLIC] shall have power to carry on the business of and to collect all obligations to the insured institutions, to settle, compromise, or release claims in favor of or against the insured institutions, and to do all other things that may be necessary in connection therewith, subject only to the regulation of the court or other public authority having jurisdiction over the matter.