FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR R-G PREMIER BANK OF PUERTO RICO, Plaintiff, Appellee,
DIGNO EMÉRITO ESTRADA-RIVERA; EDITH DELIA COLÓN-FELICIANO; CONJUGAL PARTNERSHIP ESTRADA-COLÓN; EMÉRITO ESTRADA RIVERA-ISUZU DE PUERTO RICO, INC., Defendants, Appellees.
APPEALS FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO [Hon. Gustavo A. Gelpí, U.S. District Judge.
Guillermo F. DeGuzmán, with whom DeGuzmán Law Offices was on brief, for appellants.
Kathleen V. Gunning, Counsel, Federal Deposit Insurance Corporation, with whom Colleen Boles, Assistant General Counsel, and Lawrence H. Richmond, Senior Counsel, were on brief, for appellee.
Before Torruella, Lipez, and Thompson, Circuit Judges.
LIPEZ, Circuit Judge.
Appellants challenge the district court's grant of summary judgment for the Federal Deposit Insurance Corporation ("FDIC") in a collection action stemming from their default on a $700, 000 loan. They contend that their lending bank -- later taken over by the FDIC -- caused the default by failing to follow through on a promised loan to a third-party. The district court also dismissed a counterclaim based on that contention for lack of subject matter jurisdiction. Although we adopt a different rationale for disposing of the counterclaim, we affirm both of the court's rulings.
It is unnecessary to describe the financial transactions underlying this case in detail, as both issues on appeal are controlled by well established legal principles. We thus briefly sketch the background of the dispute, with elaboration provided below as pertinent to our discussion.
In early 2008, appellant Digno Emérito Estrada-Rivera ("Estrada-Rivera") signed a loan agreement with R-G Premier Bank of Puerto Rico ("the Bank") for a $700, 000 line of credit for his business, Emérito Estrada Rivera-Isuzu de Puerto Rico ("EER-IPR"). Less than a year later, Estrada-Rivera defaulted on the loan, and the Bank brought a collection action in commonwealth court against the four appellants in this appeal: Estrada-Rivera, his wife (Edith Delia Colón-Feliciano), their conjugal partnership, and EER-IPR. In a counterclaim, appellants asserted that the Bank was responsible for the default because it had breached a financing agreement with an entity that was purchasing property from appellants for a shopping plaza project. Appellants alleged that they were to receive some of the proceeds from that financing to complete the third party's purchase of appellants' property, and appellants would then have used those funds to pay their outstanding loan commitments with the Bank, including the line of credit. They asserted damages of "not less than" $50 million resulting from the Bank's breach.
The FDIC subsequently took over the Bank as receiver, removed the litigation to federal court, and eventually obtained summary judgment in its favor on the collection action. The district court noted the absence of any dispute that the $700, 000 debt was due and payable, and it found "nothing in the record that made Defendants' payment under the note conditional upon [the Bank]'s compliance with its obligation under the [third-party] financing agreement." Hence, because "Defendants have breached their contractual obligations, " the court granted summary judgment for the FDIC. The court also dismissed appellants' counterclaim, finding a lack of subject-matter jurisdiction on the ground that appellants had not taken the steps necessary, within the required time frame, to maintain an action against the FDIC. See 12 U.S.C. § 1821(d)(6), (d)(13)(D).
Appellants raise two issues on appeal. First, they contend that summary judgment was improperly granted on the collection action because factual disputes remain concerning the Bank's role in causing them to breach their loan agreement with the Bank and whether, as a result, appellants should be released from their obligations under that agreement. Second, appellants argue that the district court erred in rejecting their counterclaim on jurisdictional grounds. They assert that they met all applicable requirements for pursuing the claim and that, in any event, their action should not be barred because the FDIC gave them inadequate notice of the need to file a proof of claim.
We review an appeal from a grant of summary judgment de novo, Johnson v. Univ. of P.R., 714 F.3d 48, 52 (1st Cir. 2013), and likewise apply de novo review to the court's dismissal of the counterclaim for lack of subject-matter jurisdiction, Alphas Co. v. Dan Tudor & Sons Sales, Inc., 679 F.3d 35, 38 (1st Cir. 2012). In considering the propriety of the district court's rulings, we are not limited to the rationales it adopted but may affirm its judgment on any ground supported by the record. Miles v. Great N. Ins. Co., 634 F.3d 61, 65 n.5 (1st Cir. 2011).
A. The Collection Action
Appellants attempt to demonstrate that summary judgment was improperly granted against them by highlighting factual disputes related to the financing that the Bank had agreed to provide for the shopping plaza project. They state that the Bank structured the deal so that final payment to appellants would be withheld until after the Bank released additional funds to the buyer, Empresas Cerromonte Corp. ("ECC"), for construction.Appellants claim, however, that the Bank subsequently refused to disburse the additional monies, breaching its financing agreement ...