The Supreme Court/The Supreme Court.iso/pc/ascii/1993/93_489/93_489.zs

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NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

O'MELVENY & MYERS v. FEDERAL DEPOSIT
INSURANCE CORPORATION, as receiver for
AMERICAN DIVERSIFIED SAVINGS BANK, et al.
certiorari to the united states court of appeals for
the ninth circuit
No. 93-489.   Argued March 21, 1994-Decided June 13, 1994

Respondent Federal Deposit Insurance Corporation, receiver for an
 insolvent California savings and loan (S&L), caused the S&L to
 make refunds to investors in certain fraudulent real estate syndi-
 cations in which the S&L had been represented by petitioner law
 firm.  The FDIC filed suit against petitioner in the Federal Dis-
 trict Court and alleged state causes of action for professional
 negligence and breach of fiduciary duty.  Petitioner moved for
 summary judgment, alleging, inter alia, that knowledge of the
 fraudulent conduct of the S&L's officers must be imputed to the
 S&L, and hence to the FDIC, which, as receiver, stood in the
 S&L's shoes; and thus the FDIC was estopped from pursuing its
 tort claims.  The court granted the motion, but the Court of
 Appeals reversed, indicating that a federal common-law rule of
 decision controlled.
Held:  The California rule of decision, rather than a federal rule,
 governs petitioner's tort liability.  Pp. 3-10.
  (a) State law governs the imputation of corporate officers' knowl-
edge to a corporation that is asserting causes of action created by
state law.  There is no federal general common law, Erie R. Co. v.
Tompkins, 304 U. S. 64, 78, and the remote possibility that corpo-
rations may go into federal receivership is no conceivable basis for
adopting a special federal common-law rule divesting States of
authority over the entire law of imputation.  Pp. 4-5.
  (b) California law also governs the narrower question whether
corporate officers' knowledge can be imputed to the FDIC suing as
receiver.  This Court will not adopt a judge-made federal rule to
supplement comprehensive and detailed federal statutory regula-
tion; matters left unaddressed in such a scheme are presumably
left to state law.  Title 12 U. S. C. 1821(d)(2)(A)(i)-which states
that ``the [FDIC] shall . . . by operation of law, succeed to-all
rights, titles, powers, and privileges of the insured depository
institution''-places the FDIC in the insolvent S&L's shoes to
pursue its claims under state law, except where some provision in
the extensive framework of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 (FIRREA) specifically
creates a special federal rule of decision.  Pp. 5-7.
  (c) Judicial creation of a special federal rule would not be justi-
fied even if FIRREA is inapplicable to the instant receivership,
which began in 1986.  Instances where a special federal rule is
warranted are few and restricted, limited to situations where there
is a significant conflict between some federal policy or interest and
the use of state law.  The FDIC has identified no significant
conflict here, not even one implicating the most lightly invoked
federal interest: uniformity.  Pp. 7-10.
969 F. 2d 744, reversed and remanded.
 Scalia, J., delivered the opinion for a unanimous Court.  Stevens,
J., filed a concurring opinion, in which Blackmun, O'Connor, and
Souter, JJ., joined.