Cadlerock III, LLC v. Dustin Wheeler

Summary

The Tenth Circuit held that the D'Oench, Duhme doctrine and 12 U.S.C. § 1823(e) barred a guarantor from asserting a release defense against an FDIC transferee, because the alleged release agreement was not in writing, executed by the bank and guarantor, or continuously maintained in the bank's official records. The court rejected application of the "no asset" exception, limiting it to defenses that the asset is void ab initio or invalid due to breach of bilateral obligations contained in the asset itself—not to side agreements inferred from bank records and extrinsic testimony. The decision reinforces that FDIC transferees may rely on the face value of bank assets without piecing together implied agreements from scattered documents or oral evidence.

Holdings

1. The D'Oench doctrine and § 1823(e) bar Wheeler's release defense because the asserted release agreement does not satisfy the requirements of § 1823(e), and the no asset exception does not apply because Wheeler does not claim his guarantees are void or invalid due to breach of bilateral obligations.

Questions Presented

1. Whether the D'Oench doctrine and 12 U.S.C. § 1823(e) bar a guarantor from asserting a release defense based on a side agreement that does not satisfy the requirements of § 1823(e)
2. Whether the 'no asset' exception to § 1823(e) applies to such a defense

Disposition

reversed_and_remanded