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March 31, 2003


The opinion of the court was delivered by: Charles Ronald Norgle, Judge, United States District Court


Before the court is Defendant, Chicago Community Bank's, Motion to Dismiss. For the following reasons, Defendant's motion is granted.


Plaintiff, Maureen A. Navarro, former President and CEO of Universal Federal Savings Bank, formerly known as Universal Savings and Loan Association, brought this action pursuant to 12 U.S.C. § 1821 (d)(6) against Defendants Federal Deposit Insurance Corporation ("FDIC"), Universal Federal Savings Bank ("USFB"), and Chicago Community Bank ("CCB"). CCB now brings this motion to dismiss Plaintiff's Complaint pursuant to Fed.R.Civ.P. 12(b)(6) for failure to state a claim on which relief can be granted.

Navarro's complaint alleges she was employed by UFSB between the years 1963 and 2002. Navarro began as a part-time clerical staff member and ultimately became the President and Chief Executive Officer of UFSB.

While employed with UFSB, Navarro entered into two contracts providing her with certain severance and retirement benefits. In 1981, Navarro entered into a "Deferred Compensation and Salary Continuation Agreement" with UFSB. Then, in 1987, Navarro entered into a "Defined Benefit Deferred Compensation and Salary Continuation Agreement" with UFSB. Navarro contends that UFSB entered into these agreements (hereinafter collectively referred to as "Deferred Compensation Plans") for the purpose of inducing her to continue to work at the bank. Navarro also asserts that throughout most of her career with UFSB, the bank was successful and flourished through her efforts.

In 2002, however, the Office of Thrift Supervision of the United States Department of the Treasury closed USFB. The Resolution Trust Corporation ("RTC") then appointed the FDIC as receiver of USFB. Shortly thereafter, the FDIC as receiver entered into a Purchase and Assumption Agreement ("P & A Agreement") with CCB, thereby allowing CCB to purchase specific assets and assume certain deposits of USFB. On June 27, 2002, Navarro was terminated from her position as President and CEO of UFSB. The following day, when Navarro made a demand for payment to the FDIC under the Deferred Compensation Plans, the FDIC denied both claims. Subsequently, Navarro filed this lawsuit.


A. Motion to Dismiss Under Rule 12(b)(6):

When reviewing a motion to dismiss under Rule 12(b)(6), the court merely looks at the sufficiency of the complaint, Swierkiewicz v. Sorema N.A., 534 U.S. 506, 508 (2002); Autry v. Northwest Prem. Servs., Inc. 144 F.3d 1037, 1039 (7th Cir. 1998); it does not decide whether the plaintiff has a winning claim. Herdrich v. Pegram. M.D., 154 F.3d 362, 369 (7th Cir. 1998); see also McCormick v. City of Chicago, 230 F.3d 319, 323-26 (7th Cir. 2000) (analyzing Leatherman v. Tarrant County, 507 U.S. 163 (1993) and reversing the Rule 12(b)(6) dismissal of claims based on §§ 1981 & 1983); Bennett v. Schmidt, 153 F.3d 516, 518 (7th Cir. 1998) ("Complaints need not plead law or match facts to every element of a legal theory. . . ."). Thus, "[a] complaint should not be dismissed for failure to a state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts to support his claim which would entitle him to relief." Smith v. Cash Store Mgmt., Inc., 195 F.3d 325, 327 (7th Cir. 1999) (citations and internal quotation marks omitted). "The issue is not whether a plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims . . . Rule 12(b)(6) should be employed only when the complaint does not present a legal claim." Id. "This simplified notice pleading standard relies on liberal discovery rules and summary judgment motions to define disputed facts and issues and to dispose of unmeritorious claims." Swierkiewicz, 534 U.S. at 512. All well-pleaded facts are accepted as true, and all reasonable inferences are drawn in favor of the plaintiff. See e.g. Jackson v. E.J. Brach Corp., 176 F.3d 977-78 (7th Cir. 1999).

As a general rule, the court must consider only the allegations made on the face of the complaint when ruling on a motion to dismiss. See Fed.R.Civ.P. 12(b)(6). This includes documents the plaintiff has attached to the complaint. See Fed. P. Civ. P. 10(c). If matters outside the pleadings are placed before the district court, the court must convert the defendant's 12(b)(6) motion into a motion for summary judgment under Fed. P. Civ. P. 56. See Carter v. Stanton, 405 U.S. 669, 671 (1972); see also Venture Assoc. Corp. v. Zenith Data Sys.Corp., 987 F.2d 429, 431 (7th Cir. 1993). As an exception to the general rule, the Seventh Circuit has held that documents attached to a motion to dismiss are considered to be part of the pleadings if they are referred to in the plaintiffs complaint and are central to his claim. See id. at 431-32; see also Wright v. Associated Ins. Co., Inc., 29 F.3d 1244, 1248 (7th Cir. 1994). Although the plaintiff is under no obligation to attach documents relating to her claim, a defendant may introduce certain documents if the plaintiff has failed to do so. Venture Assoc. Corp., 987 F.2d at 431. "Such documents may be considered by a district court in ruling on the motion to dismiss." Wright, 29 F.3d at 1248.

B. Financial Institution Reform Recovery and Enforcement Act ("FIRREA"):

FIRREA controls the sale of the assets of a institution that has been put into receivership by the RTC. See 12 U.S.C. § 1821 et seq. It is the RTC that determines which assets and liabilities of a failed thrift should be transferred. Payne v. Security Sav. & Loan Ass'n, 924 F.2d 109, 111 (7th Cir. 1991). FIRREA provides that the "RTC, and not a subsequent purchaser of assets, is the successor to a failed thrift's liabilities unless RTC expressly designates otherwise." Id. Only the liabilities specifically enumerated in a purchase and assumption agreement will be assumed by the purchasing institution, and all other liabilities remain the responsibility of the RTC. Id. FIRREA was designed to facilitate the sale of a failed institution's assets by allowing potential purchasers the opportunity to purchase the assets without assuming all of the additional financial obligations of the failed institution. Payne, 924 F.2d at 111. Thus, FIRREA helps facilitate the purpose ...

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