Cain v. United States

53 Fed. Cl. 658, 2002 U.S. Claims LEXIS 186, 2002 WL 31128149
CourtUnited States Court of Federal Claims
DecidedJuly 26, 2002
DocketNo. 95-499-C
StatusPublished
Cited by7 cases

This text of 53 Fed. Cl. 658 (Cain v. United States) is published on Counsel Stack Legal Research, covering United States Court of Federal Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cain v. United States, 53 Fed. Cl. 658, 2002 U.S. Claims LEXIS 186, 2002 WL 31128149 (uscfc 2002).

Opinion

OPINION

DAMICH, Judge.

This Winstar-related case arises from the passage of the Financial Institutions Reform, Recovery, and Enforcement Act (“FIRREA”), Pub.L. No. 101-73, 103 Stat. 183 and the promulgation of regulations that implemented the Act. Plaintiffs David L. Cain et al. (“Individual Plaintiffs”), shareholders of the failed Security Federal Savings Bank (“Security Federal”), and the Federal Deposit Insurance Corporation (“FDIC”), successor-in-interest to 'Security Federal, both separately claim that Defendant breached a contractual obligation to them when, in the course of implementing FIRREA, the Office of Thrift Supervision (“OTS”) prohibited Security Federal from counting supervisory goodwill and deferred loan losses (“DLLs”) toward its regulatory capital requirements. The Individual Plaintiffs, collectively, and the FDIC each claim to be the proper contracting party with Defendant. The Individual Plaintiffs are some of Security Federal’s officers and directors who became investors in Security Federal when it converted into a corporation. In several dispositive motions, Defendant has alleged that neither the Individual Plaintiffs nor the FDIC possess standing to pursue any claim related to the OTS’s disallowing Security Federal to count DLLs and goodwill towards its regulatory capital requirements. This case was transferred before this Court on February 1, 2002. Oral argument on standing issues was held on April 18, 2002. For the reasons enumerated below, neither party possesses standing to pursue these claims. Accordingly, Defendant’s motion to dismiss the Individual Plaintiffs, dated May 14, 1997; Defendant’s Supplemental motion to dismiss the Individual Plaintiffs, dated October 10, 2000; and Defendant’s motion to dismiss Plaintiff FDIC, dated October 26, 2000, are GRANTED in part. Plaintiff FDIC’s motion for adjudication of claim ownership dated March 4, 2002; Plaintiff FDIC’s motion for summary judgment on liability, filed October 10, 2000; and Plaintiff FDIC’s motion for summary judgment on Defendant’s statute of limitations defense, filed January 11, 2001, are DENIED. The Individual Plaintiffs’ “short form” motion for partial summary judgment as to liability, filed March 3, 1997, is DENIED.

I. Background

A. Pre-Conversion Events

Security Federal, the failed thrift at issue in this case, was originally known as Security Federal Savings and Loan Association of [660]*660Panama City and was chartered in 1953 as a mutual institution owned by its depositors.

The thrift industry as a whole suffered enormous losses in the late 1970s and early 1980s caused by rising interest rates that created a significant gap between the rate of return from traditional 30-year long-term fixed mortgages and the interest payments that thrifts paid to depositors. The crisis that affected the savings and loan industry as a whole is discussed in United States v. Winstar, 518 U.S. 839, 116 S.Ct. 2432, 135 L.Ed.2d 964 (1996). In response, the Federal Home Loan Bank Board (“FHLBB”) permitted thrifts to sell those long-term loans that provided them only with low-yield interest and to defer and amortize a portion of the losses over the original loan period. See 46 Fed.Reg. 50048 (Oct. 9, 1981). The unamortized portion of the loan losses could be counted towards the thrifts’ regulatory capital requirements. Individual Pis,! Opp’n to Def.’s Supp. Mot. to Dismiss (“Individual Pls.’ Opp’n.”) at App. 30-36, 38. In 1982, Security Federal sold most of its low-yield loans, which generated a $ 4.25 million loss. Security then amortized a portion of its DLLs and also began counting a portion of its unamortized DLLs as a component of its regulatory capital as provided by FHLBB regulations. Security Fed. Sav. Bank of Fla. v. Dir., Office of Thrift Supervision, 747 F.Supp. 656 (N.D.Fla.1990).

However, Security Federal’s financial condition continued to deteriorate. In 1985, the FHLBB notified Security Federal that it did not meet its minimum net worth requirements in its June 1985 quarterly report and requested Security Federal to submit a three year business plan to shore up its capitalization. Pl. FDIC’s Mot. for Summ. J. (“Pl. FDIC’s Mot.”) at App. 1. On August 26, 1985, the FHLBB examined Security Federal and subsequently notified it that it had performed poorly in its examination and barely met its minimum net worth requirements. Pl. FDIC’s Mot. at App. 2. In response, Security Federal considered the possibility of converting to a stock institution in order to obtain additional capital. Pl. FDIC’s Mot. at App. 7, 14, 17. On December 31, 1986, at a special meeting, the board of directors of Security Federal adopted a Plan of Conversion and gave Security Federal’s president, Laurence Hardee, authority to negotiate and “take any and all such action as [he] may deem necessary or desirable in order to implement the Plan of Conversion and the transactions contemplated thereby ..., to prepare and file an Application for Approval of Conversion (Form AC) with the Federal Home Loan Bank Board ..., and to take any and all such other action as is or may be necessary or required in connection with such filing.” Pl. FDIC’s Mot. at App. 34.

B. The Supervisory Conversion

The financial health of the thrift continued to decline because Security Federal incurred several loan losses that left it with a negative net worth of $747,000. Pl. FDIC’s Mot. at App. 48. On January 30, 1987, Mr. Hardee, on behalf of Security Federal, wrote, responding to an earlier letter from the FHLBB to Security Federal raising concerns about its net worth, that it was preparing a proposal to convert from a mutual association to a stock institution. Pl. FDIC.’s Mot. at App. 53.

On February 17, 1987, Security Federal, through the law firm of Morgan, Lewis & Bockius, submitted an application to the FHLBB to convert it from a mutual to a stock form of ownership, with the stock of the institution to be acquired by the individual plaintiffs in this action who were some of Security Federal’s officers and directors. Pl. FDIC.’s at App. 55-56. The application for approval of conversion was signed by Laurence A. Hardee on behalf of Security Federal as “Director, President and Principal Financial Officer (Duly Authorized Representative)”. Pl. FDIC’s Mot. at App. 58. The Plan of Conversion, attached to Security Federal’s application, specifically provided that certain “Directors and Officers of [Security Federal] ... shall purchase all of the shares of the Conversion Stock, and therefore shall hold 100% of the Conversion Stock following the Conversion. The Purchase Price shall be $10.00 per share of Conversion Stock, for an aggregated offering price of $3,600,000.” Pl. FDIC’s Mot. at App. 67. Security Federal, in its business plan, gave [661]*661the following reason for the purchase of stock by its directors and officers:

On the issue of conversion, we currently have a negative GAAP net worth and, therefore, question the availability of a public offering to [Security Federal]. In fact, the management and directors of Security Federal do not believe that a public offering would be successful in raising additional capital.
It appears that the best option for Security Federal to dramatically increase net worth is through the injection of capital by the sale of stock to affiliated persons.

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Bluebook (online)
53 Fed. Cl. 658, 2002 U.S. Claims LEXIS 186, 2002 WL 31128149, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cain-v-united-states-uscfc-2002.