This dispute arises from a 1994 agreement between the Resolution Trust Corporation (RTC) and Florida Housing Affordability, Inc. (Florida Housing). Created during the savings and loan crisis of the 1980s, the RTC was authorized to sell multifamily rental properties at steep discounts to private entities in exchange for a contractual promise to rent a specified percentage of units to low-income families for a set term. Florida Housing purchased a 192-unit complex under this program, agreeing to a 40-year term of discounted rents. Starting around 2016, Florida Housing ceased complying with reporting and fee requirements, arguing that the 2010 repeal of the statute that created the RTC (12 U.S.C. § 1441a) eliminated the legal basis for the agreement. The Federal Deposit Insurance Corporation (FDIC), as the RTC's successor, intervened and sued to enforce the contract. The district court dismissed Florida Housing's counterclaim seeking to terminate the agreement, leading to this appeal.
The Eleventh Circuit, writing through Circuit Judge Ed Carnes, focused on the plain language of the 1994 contract. The court rejected Florida Housing's argument that the repeal of the enabling statute automatically voided the agreement. The opinion notes that while the Recitals mentioned the statute, the operative provisions of the contract explicitly defined the term as 40 years and did not condition the duration on the continued existence of the statute. The court emphasized that it enforces contracts as written and cannot rewrite them to suit a party's convenience. Furthermore, the agreement explicitly granted the 'Agency' (defined as the FDIC or its successor) the authority to seek judicial enforcement, including injunctions and receivership. The court also addressed the statutory scheme, noting that Congress enacted 12 U.S.C. § 1831q(n)(4) in 1993 to transfer the RTC's remaining responsibilities to the FDIC. This statute remains in full force and effect, providing independent statutory authority for the FDIC to enforce the agreement even after the original enabling statute was repealed. The court concluded that the repeal of § 1441a did not silently relieve Florida Housing of its contractual obligations.
The decision confirms that affordable housing agreements entered into by the RTC remain enforceable for their full contractual terms, even after the RTC was dissolved and its enabling statute repealed. The FDIC retains the authority to enforce these agreements through the courts, ensuring that low-income housing commitments made decades ago are honored. The case was remanded to state court for further proceedings consistent with the affirmation of the dismissal of Florida Housing's counterclaim.