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CHEMICAL FUTURES & OPTIONS, INC. v. RESOLUTION TRU

August 25, 1993

CHEMICAL FUTURES & OPTIONS, INC., MANUFACTURERS HANOVER FUTURES, INC., and ANNE HENNESSY, Plaintiffs,
v.
RESOLUTION TRUST CORPORATION, Defendant.


Kocoras


The opinion of the court was delivered by: CHARLES P. KOCORAS

CHARLES P. KOCORAS, District Judge:

 This matter comes before the Court on defendant's motion to dismiss. For the reasons set forth below, defendant's motion to dismiss based on improper venue and lack of subject matter jurisdiction is denied. Defendant's motion to dismiss based on the failure to state a claim is denied in part and granted in part.

 BACKGROUND

 Defendant, Resolution Trust Corporation ("the RTC"), has instituted an arbitration proceeding to recover over $ 11.6 million from the plaintiffs, Chemical Futures & Options, Inc. ("Chemical Futures"), Manufacturers Hanover Futures, Inc. ("Manufacturers Hanover"), and Anne Hennessy ("Hennessy"). *fn1" The claimed damages are financial futures losses allegedly incurred in 1987 by Santa Barbara Savings and Loan Association ("Santa Barbara"), a state-chartered association later taken over by the RTC. According to the RTC, Santa Barbara incurred the losses as a result of the trading that plaintiffs conducted on Santa Barbara's behalf through Santa Barbara's brokerage account with Manufacturers Hanover.

 The RTC instituted the arbitration proceeding pursuant to an agreement ("the Arbitration Agreement") signed by Santa Barbara and by Manufacturers Hanover. The Arbitration Agreement provides that "any controversy arising out of or relating to [Santa Barbara's] account, to transactions with Manufacturers Hanover Futures, Inc. pursuant to the Customer Account Agreement or the breach thereof, shall be settled by arbitration in accordance with the rules, then in effect, of the . . . American Arbitration Association, as [Santa Barbara] may elect." The American Arbitration Association has determined that the arbitration proceeding will be conducted in Chicago.

 Plaintiffs filed this lawsuit requesting both an injunction staying the arbitration proceeding instituted by the RTC and a declaration that the parties' dispute is not arbitrable. Plaintiffs contend that several issues in dispute are not arbitrable. These issues include the following: (1) whether plaintiff Anne Hennessy can be compelled to arbitrate under the Arbitration Agreement, (2) whether RTC waived any rights it may have had to arbitrate, and (3) whether any or all of the claims asserted by the RTC are barred by their applicable statutes of limitations. Plaintiffs suggest that to the extent this Court determines that these issues are not arbitrable, we should proceed to decide them on their merits.

 In response to the plaintiffs' lawsuit, the RTC filed this motion seeking dismissal. The RTC contends that the suit should be dismissed for three reasons. First, the RTC asserts that dismissal is warranted under 28 U.S.C.A. § 1406(a) (West 1976), because the plaintiffs have improperly filed their action in this Court under 12 U.S.C.A. § 94 (West 1989), and because no purpose would be served by transferring this action to the proper court. Secondly, the RTC argues that this Court lacks subject matter jurisdiction to grant the requested relief under 12 U.S.C.A. § 1821(j) (West 1989). The RTC finally contends that the plaintiffs' complaint fails to state a claim upon which relief can be granted and should be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(6). We address each of the RTC's arguments in turn.

 DISCUSSION

 I. Dismissal Pursuant to Section 1406(a): Improper Venue2

 Plaintiffs claim venue pursuant to the general venue provisions found in 28 U.S.C.A. §§ 1391(b) and (e) (West Supp. 1993), but the RTC contends that the general venue provisions are not applicable in this case because they are superseded by the special venue provision at 12 U.S.C.A. § 94. Section 94 states as follows:

 
Any action or proceeding against a national banking association for which the Federal Deposit Insurance Corporation has been appointed receiver, or against the Federal Deposit Insurance Corporation as receiver of such association, shall be brought in the district or territorial court of the United States held within the district in which that association's principal place of business is located, or, in the event any State, county, or municipal court has jurisdiction over such an action or proceeding, in such court in the county or city in which that association's principal place of business is located.

 The RTC argues that section 94 requires this action to be brought in the district encompassing Santa Barbara's principal place of business, the Central District of California. We disagree with the RTC that section 94 applies, and accordingly, we deny its motion to dismiss on this ground.


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