On December 6, 1985 Fidelity Financial Corporation (Fidelity) brought suit in the superior court of Alameda County against the Federal Savings and Loan Insurance Corporation (FSLIC), Citicorp Savings and Loan Association (Citicorp), Fidelity Federal Savings and Loan Association (Fidelity Federal), and two Saving and Loan Commissioners (one past, one present) of the State of California. Citicorp, joined by FSLIC, removed to the federal district court. Fidelity moved to remand to the state court but before any hearing on this motion moved to dismiss its suit voluntarily. The defendants also moved to dismiss. After a hearing on all three motions on August 28, 1986, the district court denied Fidelity’s motion for voluntary dismissal; ruled that removal to the federal court was proper under 12 U.S.C. § 1730 (k)(l); dismissed the case against FSLIC on the ground the court lacked jurisdiction because Fidelity had not first sought relief from the Federal Home Loan Bank Board (the Board). 12 U.S.C. § 1464 (d)(6)(C). On September 9,1987 judgment was entered in favor of all defendants. Fidelity appealed but eventually dismissed its appeal as to all defendants except FSLIC.

We affirm the district court in its denial of remand to the state court and in its holding that it had no jurisdiction of Fidelity’s suit against FSLIC.

BACKGROUND

Many of the essential facts have been stated by this court in Fidelity Savings and Loan Association v. Federal Home Loan Association, 689 F.2d 803, 805-807 (9th Cir.1982) as follows:

Two days after the receivership was instituted, on April 14,1982 FSLIC conducted a “bidding conference” at which six bids were submitted for Fidelity Federal. Citi-corp made the most favorable bid, but FSLIC scheduled a second bidding conference on July 22, 1982 to permit California financial institutions to outbid Citicorp. On August 16, 1982 the Board found Citicorp’s offer “substantially more favorable to Fidelity Federal, its depositors and creditors and the FSLIC than any other”. The Board further found Fidelity Federal insolvent, that appointment of a receiver would be justified, that its continued operation depended on substantial aid from FSLIC, and that the insurance risk to FSLIC would be reduced by Citicorp’s proposal. The Board therefore found that the acquisition of Fidelity Federal by Citicorp should be approved under 12 U.S.C. § 1730a(e)(l)(a) and that Citicorp should be given financial assistance by FSLIC in the acquisition.

Meanwhile Fidelity had challenged the appointment of FSLIC as federal receiver on the grounds that the statutory conditions justifying such appointment had not been met. When the Board approved the sale to Citicorp, Fidelity sought to enjoin the sale to preserve the status quo pending decision on the merits of its challenge to the receivership. On September 2, 1982 two judges of this court denied this injunction. On the same day this court decided on the merits that the receivership conditions had been met. Fidelity Savings and Loan Association, supra at 814. On September 28, 1982 Citicorp acquired Fidelity Federal.

Fidelity sued the Federal Home Loan Bank alleging that its insolvency had been caused by that bank’s denial of regular terms of credit. Fidelity lost. Fidelity Financial Corporation v. Federal Home Loan Bank, 792 F.2d 1432 (9th Cir.1986), cert. denied, — U.S.—, 107 S.Ct. 949 , 93 L.Ed.2d 998 (1987). Fidelity also brought a suit in federal court, this time against the present defendants plus the Board, making many of the same allegations it makes now; but Fidelity moved to dismiss this suit voluntarily, and the motion was granted. Fidelity then brought this suit in the state court.

FIDELITY’S COMPLAINT

Fidelity’s present complaint. does not challenge the Federal Home Loan Bank’s denial of credit, and it does not challenge the federal receivership nor the transfer of Fidelity’s property to Fidelity Federal. What it attacks is the transfer of the property from Fidelity Federal to Citicorp on September 28, 1982. In that transfer, Fidelity alleges, FSLIC “wasted, lost or negligently dealt with” approximately $100 million of off-book assets or transferred them to Citicorp for little or no value. In argument, although not in the complaint, these assets are identified as the value of a tax loss carry-forward..

The First Count of the complaint charges that in so doing FSLIC failed to follow the requirements of a state receiver under California Financial Code §§ 9071, 9103, 9104. The Second Count charges FSLIC with breach of fiduciary duty under the same statute. The Third Charges FSLIC of conspiracy with Citicorp in the transfer of the $100 million off-book assets. The Fourth Count charges FSLIC with conversion of these assets. The Fifth Count seeks a declaration of rights against FSLIC and an accounting.

ANALYSIS

1. Removal to the Federal Court. 12 U.S.C. § 1730 (k)(l) provides:

Consequently the suit was removable unless the exception applies. We examine whether the conditions of the exception were met:

(a) More than the rights or obligations of Fidelity and its investors, creditors, and stockholders were involved in the suit: the rights of Fidelity Federal, Citicorp, and the two commissioners were also at issue. Dropping these parties on appeal did not operate retroactively to the moment of removal from the state court. Watkins v. Grover, 508 F.2d 920 (9th Cir.1974). At that moment, the second condition of the exception was not met.

(b) The rights of Fidelity and its stockholders were not to be determined only by state law. Although Fidelity is not reconciled to our decision in Fidelity Savings, supra, the decision in effect holds that the receivership as of 5:00 p.m., April 13, 1982 was federalized. Id. at 808, 812 . Henceforth federal law governed what FSLIC did. 12 U.S.C. § 1729 (c)(3) and (d). Fidelity argues that the federal receivership was superimposed on the state receivership and that the state receivership survived until it was formally terminated by the commissioner on July 27, 1982. But what would such a state receivership been of? All the assets and liabilities had been appropriated by FSLIC as federal receiver. The state receivership after the FSLIC took over as federal receiver was the mere ghost of a receivership; all reality was gone. Fidelity pursues a will-of-the-wisp in contending that there was life in it. Its wish is without substance. The third condition of the exception is not met.

The exception would not apply if any condition for its operation was lacking. A fortiori, it fails to apply when two of the three conditions are not present. The suit was removable. Denial of remand was mandatory.

2. The Dismissal of Fidelity’s Case. The holdings of this court that the receivership was federalized at 5:00 p.m. April 13, 1982 implies that there were no further actions FSLIC could perform as a state receiver. Fidelity’s entire case is predicated on the assumption that FSLIC was acting as a state receiver after April 13, 1982. This issue has already been determined by Fidelity Savings and Loan Association, supra, and is not open to re-litigation.

As the district court correctly determined, if Fidelity is suing FSLIC as a federal receiver, the district court lacks jurisdiction. 12 U.S.C. § 1464 (d)(6)(C).

AFFIRMED.