Mainland Savings Ass'n v. Riverfront Associates, Ltd.
Opinion of the Court
Intervenor-appellee, Federal Savings & Loan Insurance Corporation (FSLIC), as receiver of Mainland Savings Association (Mainland), assumed this action seeking judgment on a promissory note for $1,700,-000 executed by defendants-appellants, Riverfront Associates (Riverfront) and its
In D’Oench, 315 U.S. at 456-62, 62 S.Ct. at 678-82, the Supreme Court established that the debtor’s signing of a facially unqualified note subject to an unwritten and unrecorded condition constitutes an arrangement which is likely to mislead federal insurers in contravention of the policy to protect them in their evaluation of financial institutions. Recently, in Langley v. Federal Deposit Ins. Corp., 484 U.S. 86, 108 S.Ct. 396, 401, 98 L.Ed.2d 340 (1987), the Court reaffirmed D’Oench: “Neither the FDIC nor state banking authorities would be able to make reliable evaluations if bank records contained seemingly unqualified notes that are in fact subject to undisclosed conditions.” In Langley, the principle issue was the meaning of the word “agreement” in 12 U.S.C. § 1823(e)
Riverfront does not contest the principles established in D’Oench and Langley, but instead argues that Mainland’s promise to fund a second loan is memorialized in writings contemporaneous to the original loan agreement and contained in the failed lender’s books and records. We disagree. Nothing in the note, accompanying security agreements or other documents pertaining to the transaction evidences any type of conditional promise or side agreement on the part of Mainland of which the FSLIC might have been aware. Any injury Riverfront sustained in relying on the purported oral representations of Mainland regarding a second loan is insufficient to outweigh the potential harm to the FSLIC in this and other cases if Riverfront were permitted to assert its affirmative defenses. See Langley, 108 S.Ct. at 402-03.
Accordingly, the judgment of the district court is AFFIRMED.
. § 1823(e) states in its entirety:
Agreements against interest of Corporation. No agreement which tends to diminish or defeat the right, title or interest of the Corporation in any asset acquired by it under the section, either as security for a loan or by purchase, shall be valid against the Corporation unless such agreement (1) shall be in writing, (2) shall have been executed by the bank and the person or persons claiming an adverse interest thereunder, including the obligor, contemporaneously with the acquisition of the asset by the bank, (3) shall have been approved by the board of directors of the bank or its loan committee, which approval shall be reflected in the minutes of said board or committee, and (4) shall have been, continuously, from the time of its execution, an official record of the bank.
Reference
- Full Case Name
- MAINLAND SAVINGS ASSOCIATION, a Texas Corporation, and Federal Savings & Loan Insurance Corporation, Intervenor-Appellee v. RIVERFRONT ASSOCIATES, LTD., an Oklahoma limited partnership, GAF Structures Incorporated, a corporation, David B. Talbot Jr., and David S. Owen
- Cited By
- 21 cases
- Status
- Published