any corporation it creates, in the absence of an express limitation the federal courts will assume that Congress intended the corporation to have complete capacity.").
Third, common sense dictates that the FSLIC had the ability to bring a negligence action. As a corporate entity, the FSLIC must have had the power to sue if it was injured by someone else's negligence. Accordingly, because Congress did not expressly limit the FSLIC's ability to bring tort claims and in fact empowered this entity to "sue and be sued," I find that the FSLIC had the power to bring common law tort actions. Accordingly, as the FSLIC's successor in interest,
the RTC has standing to bring a common law tort claim against C&L.
C&L's other challenge to the RTC's corporate claim is that, because the FSLIC and the RTC pay insurance claims by operation of law, neither entity could have relied on C&L's report in expending funds to bail out Caprock. In other words, C&L argues, the regulators had to pay as soon as Caprock became insolvent regardless of the content and quality of C&L's report.
It is true that the RTC was required to make the payment in July 1989 as soon as it learned that Caprock was insolvent. It is also true that the RTC itself could not have relied on the report in that respect, as the report was issued over a year before the payment was made. Nevertheless, the complaint states a cause of action.
C&L provided its report to the FSLIC in June 1988. Despite the statutory provisions permitting the FSLIC and the FHLBB to reject the report, it was reasonable for them to rely on C&L's assertion that it was an accurate report completed pursuant to the requirements of GAAP. See 12 U.S.C. § 1437(a). The complaint alleges that, had the report been accurate, the regulators would have shut Caprock down immediately, thereby triggering the FSLIC's payment obligation. (Compl. PP 35, 88, 89). By issuing a faulty report, however, Caprock remained in operation, all the while accumulating further debt. By the time regulators discovered that Caprock was insolvent, their payment obligation was increased by millions of dollars. Thus, under this scenario, which is alleged in the complaint, the RTC, as the FSLIC's successor, relied on C&L's report to its detriment.
Of course, through discovery it may be revealed that the regulators did not in fact rely on the report. Nevertheless, because a plausible allegation of reliance, along with the other elements of negligent misrepresentation, is contained in the complaint, the RTC's complaint is adequate as a matter of law.
For the foregoing reasons, C&L's motion to dismiss the complaint is denied. Counsel for the parties are to appear for a status conference on February 1, 1996 at 2:30 p.m. in Courtroom 1lA of the Courthouse at 500 Pearl Street.
Dated: New York, New York
January 19, 1996
United States District Judge