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September 15, 1993

HUDSON UNITED BANK as successor in interest to HUB National Bank formerly known as Meadowlands National Bank, Plaintiff,
CHASE MANHATTAN BANK OF CONNECTICUT, NA, a nationally chartered banking association; CONSOLIDATED ASSET RECOVERY CORPORATION, a Delaware Corporation; THE FEDERAL DEPOSIT INSURANCE CORPORATION, in its corporate capacity; and THE FEDERAL DEPOSIT INSURANCE CORPORATION, as receiver for Citytrust, Defendant.

The opinion of the court was delivered by: DICKINSON R. DEBEVOISE

 Debevoise, District Judge

 Plaintiff Hudson United Bank [hereinafter Hudson] instituted this action seeking a declaratory judgment of its rights in certain funds transferred to it by Defendant Chase Manhattan Bank of Connecticut, NA [hereinafter Chase], and to recover punitive damages and litigation expenses against all of the Defendants. The Federal Deposit Insurance Corporation [hereinafter FDIC], as receiver for Citytrust of Connecticut [hereinafter Citytrust], now moves to transfer the action to Connecticut. This court has jurisdiction over Defendants Chase and Consolidated Asset Recovery Corporation [hereinafter CARC] pursuant to 28 U.S.C. § 1332, and over Defendant Federal Deposit Insurance Corporation in its receiver and corporate capacities [hereinafter the Receiver and the Corporation] pursuant to 12 U.S.C. § 1819(b)(2). For the reasons given below, the FDIC's motion to transfer is granted.


 Plaintiff Hudson is a New Jersey Corporation and the successor-in-interest to HUB National Bank, formerly known as Meadowlands National Bank [hereinafter collectively Plaintiff]. All employees of Hudson with any knowledge of this matter are New Jersey residents. (Mackiewicz Cert. at P 6.) Defendant Chase is a national association of the state of Connecticut with offices in Connecticut. Citytrust, now in receivership, was a state bank licensed in Connecticut. Kleinberg Electric, now in bankruptcy, is a New York corporation reorganizing in the Southern District of New York. (Id., Ex. A, C.) Paul and Carol Kleinberg, guarantors on a loan at issue here from Citytrust to Kleinberg Electric, were both New Jersey residents at the time the loan was executed. (Id., Ex. B.)

 As is typical in such cases, the Receiver immediately sought a buyer for Citytrust. The buyer proved to be Defendant Chase, and Chase, the Receiver, and the Corporation all entered into a Purchase and Assumption Agreement for Citytrust on August 9, 1991. (Hilton Decl. Ex. A.) Among its other provisions, this agreement contained the usual clauses allowing Chase to evaluate Citytrust's assets and "put" any unwanted assets back to the Receiver.

 On the same date, the Corporation, the Receiver, Chase, and CARC entered into a Service Agreement by which CARC, a wholly-owned Chase subsidiary, was to manage the pool of Citytrust assets either retained by the Receiver or repurchased by the Receiver pursuant to the put provisions in the Purchase and Assumption Agreement. The Service Agreement appointed the Corporation to oversee CARC's management of the Citytrust asset pool.

 The periodic payments that Plaintiff had been receiving for its participation in the term loan were early victims of this new arrangement. (Am. Compl. at PP 28, 30.) The Kleinberg line of credit was another early victim, apparently terminated at the closing of the Purchase and Assumption Agreement (Am. Compl. at P 36). Two months after the closing, the Kleinberg loans changed hands once again when Chase determined that they were poor credit risks and put them back to the Receiver to be managed by CARC. (Hilton Decl., Ex. C.) According to the FDIC, the Receiver paid Chase for these loans using its own funds, not those of the Corporation. (Desandre Decl.)

 In November of 1991, plaintiff inquired as to the status of the term loan and was informed, for the first time, of Citytrust's demise. During the same period, CARC accelerated the Kleinberg loans and Kleinberg filed a voluntary petition under Chapter 11. (Am. Compl. at PP 39-40.) Kleinberg continued to make payments to CARC on its debts for the Citytrust loans, but CARC allegedly failed to pass the appropriate fraction of these payments on to Plaintiff. (Am. Compl. PP 41-44.)

 Thus, by November of 1991, it had begun to appear unlikely that Plaintiff would ever recover its full interest in the Kleinberg loan participation. However, in March of 1992, Plaintiff's problems seemed to vanish. Chase allegedly transferred $ 476,176.80 to an account that plaintiff maintained with Chase, and Plaintiff withdrew the amount as payment in full of the loan participation. (Compl. at PP 42-44; Chase's Ans. and Countercl. at PP 1-4.) But Plaintiff's problems reappeared when Chase decided that it had paid Plaintiff by mistake, and asked for its money back.

 Plaintiff responded on August 19, 1992, with the instant complaint seeking a declaration of its rights to the $ 476,176.80, and plaintiff filed its Amended Complaint on October 5. In Count One of the Amended Complaint, breach of the Participation Agreement, Plaintiff has alleged that Defendants failed in their duty to keep Plaintiff abreast of developments pertinent to its interests in the Kleinberg loan. In addition, Plaintiff has alleged that Defendants unlawfully precipitated Kleinberg's bankruptcy by unilaterally closing Kleinberg's line of credit, that Defendants negotiated a settlement of the term loan without Plaintiff's consent, and that Defendants caused Kleinberg to pay down the line of credit at the expense of the term loan.

 In Count Two, breach of the duty of good faith, Plaintiff has alleged that Defendants owed it a duty of good faith because they occupied a position of trust and confidence with respect to Plaintiff. Defendants allegedly breached this duty by failing to advise Plaintiff of Citytrust's failure and the termination of Kleinberg's line of credit, and by acting out of self-interest to the detriment of Plaintiff.

 In Count Four, fraudulent concealment, Plaintiff has alleged that Defendants knowingly violated their Participation Agreement and common-law duties to advise it of the Citytrust failure, of Kleinberg's financial status and default on payments, and of the termination of Kleinberg's line of credit.

 Chase answered Plaintiff's complaint on December 30, and counterclaimed for the return of the $ 476,176.80. The Receiver, CARC, and Plaintiff have now all answered the claims against them. The Corporation moved for summary judgment in lieu of an answer, but withdrew its motion when the parties agreed to a consent order dismissing Plaintiff's complaint against the Corporation without prejudice.

 During this same period, Plaintiff sought advice from the Receiver as to whether administrative review was necessary before bringing suit. The Receiver forwarded a claim notice to Plaintiff in the spring of 1993, and Plaintiff filed its claim on April 15. In June, the Receiver denied Plaintiff's claim, and then moved for transfer to Connecticut.

 Plaintiff filed a brief opposing the Receiver's motion, and CARC filed a brief "in further support" of the Receiver's motion. CARC's brief raised issues not addressed in the Receiver's moving papers, and so I adjourned ...

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