Read #84-88 in Fairholme's complaint that you linked to, which comprise the bulk of Count I. They only challenge the NWS. Sweeney can not and will not review or change any government (FHFA or Treasury) decisions from 2008 for two reasons: the plaintiffs do not ask Sweeney to do this and the plaintiffs do not have standing to do this. The idea that Sweeney can or will change any part of the original SPSPAs as a result of the Fairholme case just plain ignores the law.
in their amended complaint count XI and XII are about the conservatorship itself, not sure why you are pointing out lower rank counts
The idea that the conservatorships themselves are illegal is only your opinion. It is not an allegation of the plaintiffs.
Yes the allegation fairholme makes in their second amended complaint is conservatorship is illegal (Count XI XII)
Quote: ________________________________________ 1) For claim one “The just compensation” it not specified as to what action violated the 5th amendment, the conservatorship itself, or the 3th amendment in the SPSPA only, maybe this is somewhere in the redacted documents or maybe fairholme did this by intent, but sure this results in TOLLING, so future litigation can have standing because the rest of the world only received redacted documents ________________________________________ Absolutely false. First, it is quite clear from reading the complaint that the "just compensation" that the Fairholme plaintiffs seek only relates to the NWS and not the entire conservatorships. To reiterate, the Fairholme plaintiffs don't have standing to challenge the entire conservatorships! Sweeney cannot and will not ignore such standing issues by somehow working a change to the original SPSPAs into a ruling.
C. Plaintiffs’ derivative breach-of-implied-contract claims survive because defendant fails to establish that plaintiffs inadequately pleaded mutuality of intent to contract. Finally, defendant turns to plaintiffs’ breach-of-implied-contract claims, which are premised on the FHFA-C purportedly agreeing to operate the Enterprises for the benefit of the shareholders in exchange for the Enterprises’ boards consenting to conservatorship. A party alleging an implied-in-fact contract with the government must plead four elements: “(1) ‘mutuality of intent to contract,’ (2) ‘consideration,’ (3) ‘lack of ambiguity in offer and acceptance,’ and (4) ‘actual authority’ of the government representative whose conduct is relied upon to bind the government.” Moda Health Plan, Inc. v. United States, 892 F.3d 1311, 1329 (Fed. Cir. 2018) (quoting Lewis v. United States, 70 F.3d 597, 600 (Fed. Cir. 1995)), cert. Case 1:13-cv-00465-MMS Document 449 Filed 12/13/19 Page 47 of 49 -48-granted, 139 S. Ct. 2743 (2019). Defendant focuses both of its arguments on the first element, mutuality of intent to contract.44 Defendant first argues that plaintiffs fail to adequately allege that the FHFA intended to contract because the FHFA had authority to place the Enterprises into conservatorship without their consent. This argument is grounded in the principle that “[a]n agency’s performance of its regulatory or sovereign functions does not create contractual obligations.” D & N Bank v.United States, 331 F.3d 1374, 1378-79 (Fed. Cir. 2003). For a contract to exist, “[s]omething more is necessary” than just the agency exercising its powers. Id. at 1379. Of particular import here, the FHFA Director could appoint the agency as conservator if the Enterprises consented or if other conditions were satisfied. 12 U.S.C. § 4617(a)(3). Although the FHFA had the authority to place the Enterprises into conservatorship without their consent, plaintiffs allege that the FHFA did not rely on that authority but instead sought to bargain for the Enterprises’ boards’ consent to place the Enterprises into conservatorship.45 This alleged bargaining for consent is the “something more” that can support the existence of a contract. See Mola Dev. Corp. v. United States, 516 F.3d 1370, 1378 (Fed. Cir. 2008) (explaining that evidence of negotiations supports the existence of an agency intending to contract rather than exercising regulatory powers). That is to say, the fact that the FHFA had statutory authority to impose a conservatorship without the boards’ consent is of no import at this juncture. Defendant also argues that the FHFA’s intent to contract cannot be inferred from plaintiffs’ allegations that the FHFA encouraged or convinced the Enterprises’ boards to consent. Defendant’s contention is premised on the principle espoused in Suess v. United States that a government agency encouraging another entity to act is not enough to establish intent to contract. 535 F.3d 1348, 1364 (Fed. Cir. 2008). Defendant, however, proffers no analysis for why that principle concerning encouragement should be extended to an agency convincing another to act. The court, therefore, limits its inquiry to the issue of encouragement. The thrust of plaintiffs’ complaint, however, is not that the FHFA encouraged the boards to consent but rather that the FHFA bargained for the boards’ consent. The focus on bargaining is important because, as the Federal Circuit suggested in Suess, an agency negotiating with another entity is evidence of an intent to contract. See id.; see also Mola, 516 F.3d at 1378. Simply stated, defendant’s 44 Defendant nominally presents a third argument for why plaintiffs have not adequately alleged mutuality of intent. In that argument, between an introductory sentence and a summation sentence, defendant highlights that Congress insulated directors from liability for consenting to the conservatorship and recounts plaintiffs’ allegation that the Enterprises’ boards faced a Hobson’s choice. Defendant, however, proffers no analysis as to why those considerations reflect that the FHFA and the boards lacked the requisite intent to contract. The court, therefore, deems waived any contentions defendant intended to raise in its third argument. See SmithKline Beecham, 439 F.3d at 1320 (declining to consider undeveloped arguments). 45 Plaintiffs do not explain why the FHFA decided to seek the Enterprises’ boards’ consent, but the FHFA had a strong incentive to pursue consent because that method was less likely to lead to litigation concerning the appointment of the conservator. See 12 U.S.C. § 4617(a)(5) (permitting an Enterprise to litigate the imposition of a conservatorship). contention is unpersuasive because it is not grounded in the relevant allegations. Accordingly, the court declines to dismiss plaintiffs’ derivative breach-of-implied-contract claims.
Quote: ________________________________________ 4) The Breach of Implied-in-Fact contract is also NEW in the second amended complaint and makes the conservatorship itself impossible, while we currently do not know what the demands of the Implied-in-Fact contract are, it doesn’t matter from a legal point of view, the BOD represents the interest of shareholders and they have a “duty of candor” that does not allow a verbal Implied-in-Fact contract, this problem is something the government cannot overcome, and will eventually lead to unwinding the conservatorship itself ________________________________________ Once again this is completely and 100% wrong. This breach of implied-in-fact contract does not make the conservatorships impossible because the allegation only refers to the NWS.
Where does it say that, it is not in the initial complaint nor in the amended, please read it again from page 47 downwards, you are under the impression if it is not demanded in a lawsuit an illegal thing can go on forever, while it cannot regardless of the demand in the lawsuit, if something is illegal it must stop, forced or voluntary
What you will be forced to accept, once all of Sweeney's cases are either settled or wind their way to a conclusion via court orders and appeals, is that the Fairholme plaintiffs do not and cannot challenge events from 2008. Your insistence on the Fairholme case, or any case other than Washington Federal, somehow being about the original conservatorships and SPSPAs rather than just the NWS is pure wishful thinking.
The only outstanding case that has standing to even look at events from 2008 is Washington Federal, and they only want money damages for pre-conservatorship plaintiffs.
We just differ in opinion, read between the lines, if something is ruled illegal it just can’t go on, illegal is illegal and must be stopped, so if WF or fairholme are awarded with compensation for a breach in implied in fact contract something illegal is done and must be “undone”, somehow you keep pointing fingers but without any backup, please explain to me how the consent/duress/coercion can be overcome in a legal way
To give you a head start:
How did the BOD consent to conservatorship? Where is the proof of consent? What were the terms? Where are the financials supporting that claim? Why did the BOD not inform shareholders and why were officials claiming they were in sound condition just weeks prior to conservatorship Why is Sweeney talking about the mob ? Why is Paulson talking about the first thing they hear ? Why are Counts XI and XII in the amended complaint? Why is the lawsuit sealed and are documents redacted Why do all document redacted talk about the consent of conservatorship and why are all the financials supporting the government claims redacted too?
You can’t probably answer these questions (nether can I), so your arguments become moot
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