United States Court of Appeals For the First Circuit
No. 21-1330
EMIGRANT RESIDENTIAL LLC,
Plaintiff, Appellee,
v.
LINDA S. PINTI and LESLEY R. PHILLIPS,
Defendants, Appellants.
APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Denise J. Casper, U.S. District Judge]
Before
Thompson, Selya, and Kayatta, Circuit Judges.
Eric E. Renner, with whom Renner Law, LLC was on brief, for appellants. Grace C. Ross and Sarah McKee on brief pro se, amici curiae. Brian C. Linehan, with whom Reneau J. Longoria and Doonan, Graves & Longoria, LLC were on brief, for appellee.
June 17, 2022 SELYA, Circuit Judge. This case revolves around a
mortgage that seems to have taken on a life of its own. The
dispositive issue in the appeal now before us is whether the
district court abused its discretion in denying the defendants'
motion to defer the adjudication of a pending motion for summary
judgment and proceeding to grant summary judgment. See Fed. R.
Civ. P. 56(d). Concluding that the defendants were entitled to
some limited discovery and that, therefore, an abuse of discretion
occurred, we vacate the entry of summary judgment, affirm in part
and reverse in part the denial of the defendants' Federal Rule of
Civil Procedure 56(d) motion, and remand for further proceedings
consistent with this opinion.
I
While this appeal chiefly concerns Rule 56(d) discovery,
the back story stretches over more than a decade and implicates
several separate lawsuits. See Pinti v. Emigrant Mortg. Co. (Pinti
I), 33 N.E.3d 1213 (Mass. 2015); Ruling Tr., Emigrant Mortg. Co.
v. Pinti (Pinti II), No. 16-11136, ECF No. 109 (D. Mass. Jan. 11,
2019) [hereinafter Pinti II Ruling]; Emigrant Residential LLC v.
Pinti (Pinti III), No. 19-12258, 2021 WL 1131812 (D. Mass. Mar.
24, 2021). We sketch the relevant facts and the tangled litigation
history with as much brevity as the issues on appeal permit.
Unless otherwise indicated, the facts that we recount are either
- 2 - undisputed or based upon supportable findings made in earlier
cases.
In 1982, Lesley R. Phillips purchased a residential
condominium unit (the Property) in a building located at 1643
Cambridge Street, Cambridge, Massachusetts. See Pinti I, 33 N.E.3d
at 1214-15. Since 1987, Phillips's spouse, Linda S. Pinti, has
lived there with her. Shortly after the couple married in 2005,
Pinti's name was added to the deed. See id. at 1215.
On March 13, 2008, Pinti and Phillips (collectively, the
Homeowners) refinanced an existing home equity loan. They executed
and delivered a promissory note (the Note) in the face amount of
$160,000 to Emigrant Mortgage Company, Inc. (EMC), a subsidiary of
Emigrant Bank.1 See Pinti III, 2021 WL 1131812, at *1. The Note
was secured by a duly recorded mortgage on the Property (the
Mortgage), granted to EMC by the Homeowners. See id. Phillips —
though a signatory to the Note and the mortgage agreement — was
specifically excepted from personal liability on the Note.
As time went by, the Homeowners fell behind on their
mortgage payments. See Pinti I, 33 N.E.3d at 1215. On
September 29, 2009, EMC brought the arrearages to the Homeowners'
attention, notified them of their right under the Mortgage to cure
1 Emigrant Bank was previously known (and is, in some materials, still referred to) as Emigrant Savings Bank. For ease in exposition, we refer to the bank throughout as Emigrant Bank.
- 3 - their default within ninety days, and advised them that if they
failed to cure, EMC could invoke "the statutory power of sale" (a
nonjudicial foreclosure mechanism).2 See id.; Mass. Gen. Laws
ch. 183, § 21. The Homeowners allege that they attempted
unsuccessfully to negotiate a modification of their payment terms
with EMC, but the record is tenebrous both as to the Homeowners'
efforts and as to EMC’s alleged rebuff. What is clear, though, is
that by the expiration of the ninety-day notice period on
December 28, 2009, the Homeowners had not cured the default. See
Pinti I, 33 N.E.3d at 1215.
Around the same time that EMC's minuet with the
Homeowners was beginning, the Emigrant Bank entities were
shuffling around the documents that held the key to their rights
under the Mortgage. See Pinti II Ruling at 12-14. On November 30,
2009, EMC executed an assignment of the Mortgage to ESB-MH
Holdings, LLC (ESB-MH), another Emigrant Bank subsidiary. See id.
That assignment was not recorded. On the same date, EMC also
executed an allonge to the Note, making the Note payable to ESB-
MH. See id. Although neither the Mortgage nor the Note were
physically delivered to ESB-MH, both EMC and ESB-MH regarded ESB-
The mortgage agreement also provided that EMC furnish notice 2
as to the rights of the Homeowners, qua mortgagors, to contest foreclosure through legal action. See Pinti I, 33 N.E.3d at 1215. That requirement became the focal point of a subsequent phase of the litigation between the parties. See id. at 1215-23.
- 4 - MH as the owner/holder of the Mortgage and the Note. See id. at
15-17.
The picture soon grew more complicated. With a financial
crisis rocking the nation in the 2008-2009 time frame, the
possibility arose that Emigrant Bank would need to use portions of
its mortgage portfolio to secure credit from the Federal Home Loan
Bank of New York (FHLBNY), a wholesale mortgage lender that offers
credit to other banks. To assure that this could be done with
celerity, ESB-MH executed a second assignment of the Mortgage and
the Note to FHLBNY on November 30, 2009. See id. at 16-17. This
assignment was not recorded and — for aught that appears — neither
it, the mortgage documents, nor the Note were delivered to FHLBNY.
See id.
On September 22, 2010, Pinti filed for Chapter 7
bankruptcy. See Pinti III, 2021 WL 1131812, at *2; 11 U.S.C.
§§ 701-728. She received a discharge on February 4, 2011. See
Pinti III, 2021 WL 1131812, at *2. As a result, Pinti's liability
on the Note was extinguished at that time.
In August of 2011, Pinti sent a qualified written request
to EMC asking it to identify the holder of the Mortgage and the
owner of the Note. See Pinti I, 33 N.E.3d at 1216; see also 12
U.S.C. § 2605(e)(1) (describing "qualified written request"). On
August 22, 2011, EMC responded. See Pinti I, 33 N.E.3d at 1216.
It stated that ESB-MH was "[t]he owner of the loan" but that EMC
- 5 - was "prosecuting the foreclosure action as the holder and servicer
of the loan" through a subservicing relationship. See id. EMC
added that it retained possession of the original mortgage
documents and the Note.
Over the course of three consecutive Tuesdays in June of
2012, EMC published notice of the foreclosure sale in the Boston
Herald. See id. It proceeded to hold the foreclosure sale on
August 9, 2012. An unrelated party — Harold Wilion — purchased
the Property at the foreclosure sale for $260,000. See Pinti III,
2021 WL 1131812, at *2. EMC gave Wilion a foreclosure deed dated
September 10, 2012, which Wilion recorded shortly thereafter. See
id.
After EMC received payment from Wilion, an employee of
EMC prepared a discharge of the Mortgage and sent it to the
Homeowners. See id. The parties dispute whether EMC had
established procedures for this process and whether the
employee(s) who prepared and sent the discharge were abiding by
such procedures. At any rate, EMC did not return the Note to the
Homeowners nor did it give them any other indication that the loan
had been repaid in full. See id.
In October of 2012, Wilion filed a summary process action
in a state district court, seeking to evict the Homeowners. See
Pinti I, 33 N.E.3d at 1216. The Homeowners defended that action.
And mindful that the best defense is sometimes a good offense,
- 6 - they also sued Wilion and EMC in the state superior court on
January 31, 2013, seeking to declare the foreclosure void. See
id. Their suit was premised on a golconda of theories, including
a claim that the notice of default sent to them did not comply
with the requirements specified in the mortgage documents. See
id. EMC moved to dismiss and Wilion moved for summary judgment.
See id. at 1216-17. The superior court granted both motions. See
id. at 1217.
The Homeowners appealed. See id. The Massachusetts
Supreme Judicial Court (SJC) assumed jurisdiction over the appeal.
See id.; Mass. Gen. Laws ch. 211A, § 10(A). That court concluded
that EMC did not strictly comply with the notice terms set forth
in the mortgage documents, reversed the superior court decision,
and declared the foreclosure void. See Pinti I, 33 N.E.3d at 1218,
1227-28.
The SJC handed down its ukase on July 17, 2015. See id.
at 1213. On July 29, the Homeowners recorded the mortgage
discharge previously forwarded to them by EMC. See Pinti III,
2021 WL 1131812, at *3. An Emigrant Bank entity thereafter
returned the purchase money to Wilion, who surrendered his claim
to the Property. See id.
That was not the end of the matter. EMC decided to try
its luck in a different venue and, on June 17, 2016, filed suit
against the Homeowners in the United States District Court for the
- 7 - District of Massachusetts. See id. It sought, among other things,
an order striking the recorded mortgage discharge and a declaration
that EMC was the lawful owner of the Property through foreclosure
by entry. See id.; see also Complaint, Pinti II, No. 16-11136,
ECF No. 1 (D. Mass. June 17, 2016). One of EMC's core contentions
was that the discharge was mistakenly prepared and erroneously
delivered.
Following some preliminary motion practice, the parties
conducted discovery addressed both to EMC's standing to pursue its
claims and to the merits. In the process, the Homeowners were
afforded a full and fair opportunity to pursue discovery on the
provenance of the mortgage discharge and EMC's right to conduct a
foreclosure by entry.
After granting in part and denying in part summary
judgment because issues of fact remained as to both standing and
the merits, the district court convened a bench trial. The court
bifurcated the trial, though, electing to address first the issues
related to standing. Finding that EMC was no longer the holder of
the Note and, thus, that it lacked standing to sue, the court
dismissed the action without prejudice. See Pinti II Ruling at
17. The court confirmed that the Homeowners had not been allowed
to conduct discovery with respect to the physical Note (which was,
and remains, in the custody of the district court). See id. at
21-22.
- 8 - EMC's motion for reconsideration was denied on September
19, 2019. See Order Denying Motion for Reconsideration, Pinti II,
No. 16-11136, ECF No. 121 (D. Mass. Sept. 13, 2019). On the heels
of this setback, the Emigrant Bank entities attempted to sort out
their standing issues. On September 30, 2019, they recorded the
2009 FHLBNY assignment and an assignment back from FHLBNY to a new
player, Emigrant Residential, LLC (Emigrant Residential) — an
entity controlled by Emigrant Bank.
Approximately three weeks later, Emigrant Residential
sued the Homeowners in the United States District Court for the
District of Massachusetts. See Pinti III, 2021 WL 1131812, at *4.
It invoked the court's diversity jurisdiction, see 28 U.S.C.
§ 1332(a),3 and sought a declaration striking the mortgage
discharge from the land records pertaining to the Property.
Attached to its complaint were copies of the Mortgage, the Note,
the various assignments, and other documents (including a
certificate of merger indicating that Emigrant Residential is the
successor-by-merger to ESB-MH).
3The citizenship of Emigrant Residential, like that of any other limited liability company, is determined by the citizenship of its members. See D.B. Zwirn Special Opportunities Fund, L.P. v. Mehrotra, 661 F.3d 124, 125 (1st Cir. 2011). Through a show- cause order, we confirmed that the sole member of Emigrant Residential — Emigrant Bank — is a New York corporation that has its principal place of business in New York. Because the Homeowners are citizens of Massachusetts, diversity of citizenship is complete.
- 9 - In due course, the Homeowners filed an answer and a slew
of counterclaims. Emigrant Residential replied to the
counterclaims and, on June 9, 2020, the parties filed their joint
case-management statement. See Fed. R. Civ. P. 26(f). There, the
parties set out their respective positions regarding potential
discovery. Emigrant Residential took the position that all
relevant discovery had been completed during the earlier state-
court and federal-court cases. Any additional discovery, it
maintained, should be limited to supplementation of previous
disclosures and discovery responses. The Homeowners demurred,
asserting that additional discovery was required.
On June 17, Emigrant Residential moved for summary
judgment. The next day, the district court held a scheduling
conference. Following that conference, the court stated that it
was "aware of the unique posture of the case," set a briefing
schedule for the summary judgment motion, and stayed "[a]ny
discovery" pending the resolution of that motion.
Before their opposition to the summary judgment motion
was due, the Homeowners filed a motion under Rule 56(d) seeking
additional discovery and requesting that adjudication of the
pending summary judgment motion be deferred until that additional
discovery was completed. Emigrant Residential opposed the Rule
56(d) motion, contending that discovery had been available in the
earlier actions and that, in any event, the discovery sought would
- 10 - not affect the outcome of the pending summary judgment motion. A
reply and a sur-reply followed.
Without explanation, the district court summarily denied
the Rule 56(d) motion. Once the parties had filed their briefs on
the summary judgment motion itself, the court held a non-
evidentiary hearing on February 11, 2021. The court reserved
decision. Some weeks later, it issued a brief rescript, in which
it held that Emigrant Residential was entitled to summary judgment
on all claims. See Pinti III, 2021 WL 1131812, at *10. This
timely appeal ensued.
II
In this court, the Homeowners make two principal
arguments. First, they argue that the district court abused its
discretion in denying their Rule 56(d) motion for discovery.
Second, they argue that the district court erred in granting
summary judgment against them. Because we conclude that the
district court abused its discretion in denying the Homeowners'
Rule 56(d) motion in its totality, we do not reach the merits;
instead, we vacate the summary judgment order pro forma.
We review the disposition of a Rule 56(d) motion for
abuse of discretion. See Rivera-Almodóvar v. Instituto
Socioenconómico Comunitario, Inc., 730 F.3d 23, 29 (1st Cir. 2013).
Although this standard is deferential, we remain mindful that
district courts must analyze issues arising under the rule in line
- 11 - with the rule's core purpose: to "protect[] a litigant who
justifiably needs additional time to respond in an effective manner
to a summary judgment motion." Id. at 28; see In re PHC, Inc.
S'holder Litig., 762 F.3d 138, 143 (1st Cir. 2014). Consistent
with this core purpose, "district courts should construe motions
that invoke the rule generously, holding parties to the rule's
spirit rather than its letter." Resol. Tr. Corp. v. N. Bridge
Assocs., Inc., 22 F.3d 1198, 1203 (1st Cir. 1994).
We pause at this juncture to iron out a wrinkle regarding
our precedents in this area. Prior to 2010, what is now Rule 56(d)
was denominated as Rule 56(f). See, e.g., id.; Paterson-Leitch
Co. v. Mass. Mun. Wholesale Elec. Co., 840 F.2d 985, 988 (1st Cir.
1988); see also Fed. R. Civ. P. 56 advisory committee's note to
2010 amendment. Although the text of this subsection has undergone
minor revisions, its substance remains essentially the same.
Consequently, we treat cases decided under former Rule 56(f) as
authoritative when deciding post-2010 cases arising under Rule
56(d). See Nieves-Romero v. United States, 715 F.3d 375, 381 n.3
(1st Cir. 2013).
Rule 56(d) provides:
if a nonmovant shows by affidavit or declaration that, for specified reasons, it cannot present facts essential to justify its opposition, the court may: (1) defer considering the motion [for summary judgment] or deny it; (2) allow time to obtain affidavits or declarations or to take
- 12 - discovery; or (3) issue any other appropriate order.
Fed. R. Civ. P. 56(d). The rule "provides a safety valve for
claimants genuinely in need of further time to marshal 'facts,
essential to justify [their] opposition . . . to a summary
judgment motion.'" Reid v. New Hampshire, 56 F.3d 332, 341 (1st
Cir. 1995) (alteration in original) (quoting Mattoon v. City of
Pittsfield, 980 F.2d 1, 7 (1st Cir. 1992)).
In the mine-run of cases, the crucial inquiry under Rule
56(d) is whether the movant has had a full and fair opportunity to
conduct discovery needed to mount an effective opposition to a
summary judgment motion. See Rivera-Almodóvar, 730 F.3d at 28.
When the movant shows that she has not had such an opportunity, "a
strong presumption arises in favor of relief." N. Bridge Assocs.,
22 F.3d at 1203. Consistent with the district court's broad
discretion to manage discovery generally, discovery under the
aegis of Rule 56(d) need not be authorized wholesale but, rather,
may be tailored to the circumstances at hand. See, e.g.,
Burlington N. Santa Fe R. Co. v. Assiniboine & Sioux Tribes of
Fort Peck Rsrv., 323 F.3d 767, 775 (9th Cir. 2003).
Rule 56(d) is not meant to clear the way for additional
discovery on demand. A party seeking additional discovery must
provide the court with:
a timely statement — if not by affidavit, then in some other authoritative manner — that
- 13 - (i) explains his or her current inability to adduce the facts essential to filing an opposition, (ii) provides a plausible basis for believing that the sought-after facts can be assembled within a reasonable time, and (iii) indicates how those facts would influence the outcome of the pending summary judgment motion.
Vélez v. Awning Windows, Inc., 375 F.3d 35, 40 (1st Cir. 2004).
We have characterized this showing as encompassing five elements:
"authoritativeness, timeliness, good cause, utility, and
materiality." N. Bridge Assocs., 22 F.3d at 1203.
This taxonomy is "not inflexible," and we afford
district courts "considerable discretion" with respect to the
interplay of these five elements. See Id. Depending on the
circumstances, "one or more" of them "may be relaxed, or even
excused, to address the exigencies of a particular case." Id.
Conversely, a short fall in any one of them may — again, depending
on the circumstances — suffice to scuttle a Rule 56(d) motion.
The affidavit submitted with the Homeowners' Rule 56(d)
motion mapped out several areas that they wished to explore through
additional discovery:
• Discovery about the provenance of the ostensibly
mistaken mortgage discharge and how the Emigrant
Bank entities reacted to it.
- 14 - • Discovery about the EMC employee who prepared and
transmitted the mortgage discharge.
• Discovery about the relationships among EMC, ESB-
MH, and Emigrant Residential, including discovery
about the scope of EMC's powers under its
"subservicing relationship" with Emigrant
Residential.
• Discovery about the authenticity of the Note,
including examination by a "Paper Scientist and
Forensic document expert."
• Discovery about whether Emigrant Residential or any
other Emigrant Bank entity charged off the value of
the Note for tax purposes.
• Discovery about whether and, if so, at what points,
FHLBNY owned the Mortgage, including discovery
about the 2019 assignments.4
In resisting this motion, Emigrant Residential argues in
this court, as it argued below, that the Homeowners failed to show
good cause for not having obtained any relevant discovery in prior
proceedings. Emigrant Residential says that the Homeowners had a
4 We say "assignments" because this prospective discovery encompassed both the 2009 assignment to FHLBNY (which was not recorded until 2019) and the 2019 assignment from FHLBNY to Emigrant Residential. We refer throughout to these two assignments, collectively, as "the 2019 assignments."
- 15 - full and fair opportunity to secure the requested materials in
earlier cases. In addition, Emigrant Residential insists that
additional discovery would be futile.
We start with the question of whether the Homeowners had
a full and fair opportunity to conduct discovery in earlier cases.
Emigrant Residential argues that the factual development of the
issues in Pinti I and the extensive discovery in Pinti II, coupled
with the substantial overlap in the issues and parties, undermines
any claim that the Homeowners' Rule 56(d) motion is supported by
good cause.
The absence of good cause ordinarily will be reason
enough to deny Rule 56(d) discovery. See Rivera-Almodóvar, 730
F.3d at 29. Inspecting the lion's share of the Homeowners'
anticipated discovery through this prism, we find Emigrant
Residential's objections persuasive. After all, whether good
cause exists for additional discovery "must be viewed against the
historical background of the litigation." See N. Bridge Assocs.,
22 F.3d at 1205.
That view is enlightening here. When a party has had a
full and fair opportunity to obtain relevant facts earlier in a
case and has forgone that opportunity, there will seldom be good
cause to grant the party's request for additional discovery through
the medium of Rule 56(d). See, e.g., Vargas-Ruiz v. Golden Arch
Dev., Inc., 368 F.3d 1, 5 (1st Cir. 2004); Paterson-Leitch, 840
- 16 - F.2d at 989. We see no reason why that logic should not apply in
this instance. To all intents and purposes, this case is a
continuation of Pinti II. It was filed a few weeks after the
district court denied EMC's motion for reconsideration of the
standing issue in Pinti II and the parties are virtually
identical.5 The operative claim — that the discharge was prepared
by mistake and delivered in error — is the same in both cases.
Questions about the ownership and custody of the Note, the effect
of various early assignments, and the like are common to both
Given this close similarity of parties and issues, we
think that it was within the district court's discretion to look
to the circumstances of Pinti II in determining whether the
Homeowners had a full and fair opportunity to gather the requested
discovery before they made their Rule 56(d) motion. And looking
to Pinti II is instructive.
For one thing, the incentives were the same in both
cases. For another thing, discovery was generally available in
Pinti II (with exceptions that we will discuss infra). Last — but
far from least — the parties undertook discovery in Pinti II,
culminating in their joint assurance to the Pinti II court that
5 The only difference is that EMC was the plaintiff in Pinti II and Emigrant Residential is the plaintiff here. That difference is unimportant: both corporations are subsidiaries of Emigrant Bank and, thus, are under common control.
- 17 - all necessary discovery had been completed and that they were ready
to proceed to trial.
Against this backdrop, we conclude that — for the most
part — the Homeowners had a full and fair opportunity in Pinti II
to conduct the discovery requested here. To that extent, then,
they have failed to show good cause to support their Rule 56(d)
motion. See, e.g., Vargas-Ruiz, 368 F.3d at 5 (finding additional
discovery unwarranted when party "had available to him a full
complement of discovery devices" earlier in the case but "chose
not to use these devices in a timely fashion"); Brae Transp., Inc.
v. Coopers & Lybrand, 790 F.2d 1439, 1443 (9th Cir. 1986) (noting
that it is not an abuse of discretion to deny Rule 56(f) request
when movant has "fail[ed] to pursue discovery diligently before
summary judgment").
We say "for the most part" because there are two areas
of discovery that stand separate and apart. The first area
involves the authenticity of the Note and its chain of custody.
In Pinti II, the Homeowners had proposed the engagement of a
document examiner as an expert and sought discovery on this complex
of issues. The Pinti II court denied their request. When the
court later dismissed the case on standing grounds, it acknowledged
that the Homeowners had not been afforded any opportunity to
conduct discovery on this complex of issues. See Pinti II Ruling
at 21-22.
- 18 - The second area of unexplored discovery concerns the
2019 assignments and the light they might shed on ownership and
custody of the Note. See supra note 4. The first of these
assignments to FHLBNY was not recorded until the summer of 2019,
and the second did not come into existence until that time. These
actions took place after the conclusion of Pinti II. A fortiori,
the Homeowners had no opportunity to conduct discovery as to either
of these assignments and/or the attendant facts.
We summarize succinctly. Given the circumstances
described above and given the immediate stay of discovery ordered
by the district court in this case, the Homeowners have shown good
cause to undertake additional discovery in the two areas that we
have identified.6
Let us be perfectly clear. Speculation that a note might
not be authentic and that assignments might have been mishandled
does not necessarily justify — in a garden-variety foreclosure
case — a need for further discovery of the volume and type
generated by this litigation. Here, however, we have a rather
unusual record, showing significant and repeated missteps by the
Emigrant entities in their handling of pertinent documents. It is
6 Emigrant Residential does not contend that the elements of authoritativeness, timeliness, or materiality are lacking with respect to the Homeowners' request for additional discovery regarding either the authenticity and chain of custody of the Note or the facts surrounding the 2019 assignments. Nor could it: the record makes manifest that each of those elements is present.
- 19 - just such a record that makes further narrowly targeted inquiry
"proportional to the needs of the case." Fed. R. Civ. P. 26(b)(1).
Even so, this warranted discovery does not open the
floodgates for cascading discovery of every type and kind. The
Homeowners simply have not shown good cause to conduct additional
discovery in any other areas. That failure is sufficient to ground
the district court's denial of additional discovery in all such
areas.
Emigrant Residential has a second blade in its scabbard.
It says that additional discovery in these unexplored areas would
be futile (or put another way, that the Homeowners' discovery
requests lack utility). In support, it points to the district
court's rescript, which suggests that such discovery would have
been fruitless because "a mortgagor does not have standing to
challenge shortcomings in an assignment that render it merely
voidable at the election of one party but otherwise effective to
pass legal title." Pinti III, 2021 WL 1131812, at *5 (quoting
Culhane v. Aurora Loan Servs. of Neb., 708 F.3d 282, 291 (1st Cir.
2013)).
That is true as far as it goes — but it does not take
Emigrant Residential very far. Additional discovery may reveal
defects that call into question the chain of custody of the Note
or its authenticity. So, too, additional discovery may reveal
circumstances rendering the 2019 assignments void (not merely
- 20 - voidable). And it is common ground that "a mortgagor has standing
to challenge a mortgage assignment as invalid, ineffective, or
void (if, say, the assignor had nothing to assign or had no
authority to make an assignment to a particular assignee)."
Culhane, 708 F.3d at 291. Given these possibilities, Emigrant
Residential's futility argument is itself futile.
We do not gainsay that a district court has wide
discretion both in the adjudication of Rule 56(d) motions and in
the management of discovery. See Rivera-Almodóvar, 730 F.3d at
28; N. Bridge Assocs., 22 F.3d at 1203. But when — as in this
case — parties opposing summary judgment make a timely showing in
a Rule 56(d) proffer that there are important areas of legitimate
inquiry into which they have not had a full and fair opportunity
to inquire, a district court may commit an abuse of discretion by
denying discovery into those areas. See In re PHC, 762 F.3d at
145 (concluding that "district court's disregard of plaintiffs'
detailed, plausible, and comprehensive Rule 56 Affidavit was
plainly wrong and an abuse of discretion") (collecting cases).
This is such a case. The district court stayed all discovery at
the inception of the case. Then, when confronted with a timely
and suitably detailed Rule 56(d) motion, the court refused to allow
discovery in two significant areas — areas in which the Homeowners
had not had any previous opportunity to conduct discovery. We
hold, therefore, that denying the Homeowners' Rule 56(d) motion
- 21 - with respect to discovery in those two virgin areas was an abuse
of discretion.
The proper office of Rule 56(d) is to ensure that a party
opposing a motion for summary judgment has an adequate opportunity
to access facts that would meaningfully inform her efforts to
oppose that motion. Where, as here, additional discovery under
Rule 56(d) is warranted, the entry of summary judgment is
inappropriate as to claims that may be affected by the fruits of
requested discovery. See N. Bridge Assocs., 22 F.3d at 1208-09.
We must, therefore, vacate the entry of summary judgment; without
prejudice, however, to reconsideration of the summary judgment
motion after the Homeowners have completed their Rule 56(d)
discovery.
III
We need go no further. For the reasons elucidated above,
we vacate the order granting summary judgment, affirm in part and
reverse in part the order denying the Homeowners' Rule 56(d)
motion, and remand for further proceedings consistent with this
opinion. We direct the district court, on remand, to grant the
Homeowners a reasonable opportunity for additional discovery,
limited to the issues involving the chain of custody and
authenticity of the Note and those involving the 2019 assignments.
After the period set for this limited discovery has expired, the
district court should entertain supplemental briefing and
- 22 - arguments with respect to Emigrant Residential's summary judgment
motion and proceed to decide that motion anew. All parties shall
bear their own costs.
So Ordered.
- 23 -