Winslow

Judgment was entered for plaintiffs on their complaint and for defendant Winslow on his cross-complaint. Resolution Trust Corporation (hereafter RTC) was subsequently appointed conservator for Saratoga Savings & Loan Association (hereafter Association). Notice of appeal by plaintiffs from the judgment was timely filed. RTC thereafter substituted in as a party. On appeal, RTC asserts, for the first time, that federal statutory and common law bars Winslow from recovering from the RTC for misrepresentations made by Association and its subsidiary, Saratoga Service Corporation (hereafter Saratoga). In his cross-appeal, Winslow asserts that the trial court erroneously granted specific performance to plaintiffs. For the reasons expressed below, we reverse the judgments.

Facts

On June 4, 1985, Saratoga sued Winslow and Optcenters, Inc., seeking dissolution of Optcenters, appointment of a receiver, specific performance, damages and an accounting. Saratoga filed an amended complaint on August 11, 1988. The complaint was based on an agreement between Winslow and Saratoga which provided that Saratoga would invest $300,000 in Optcenters, Inc. Optcenters would then issue 30,000…