Federal Deposit Insurance Corporation, as Receiver for Central Savings and Loan Association v. Daniel T. McSweeney Frederick C. Stalder

The Federal Deposit Insurance Corporation (FDIC) brought this action against two former directors of a failed savings and loan, seeking damages against them for breach of fiduciary duties. The case is before us on interlocutory expedited appeal from the district court’s order denying the directors’ motions to dismiss. This appeal presents two questions: whether the FDIC’s claims are time-barred under California’s two-year statute of limitations for negligence actions, and whether the federal Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), Pub.L. No. 101-73, 103 Stat. 183 (1989), sets gross negligence as the uniform standard for director liability and thus preempts the FDIC’s state claims against the directors alleging a lesser degree of fault. We answer both questions in the negative, and we affirm.

BACKGROUND

Daniel McSweeney and Frederick Stalder (“the officers”) are former directors and officers of Central Savings and Loan Association (“Central”), a failed San Diego thrift. McSweeney was appointed to Central’s board in 1978 and became its president in 1980. Stalder joined Central in 1947 and served as director, president, chairman of the board,…