Second Circuit: Fund Liquidation Holdings LLC v. Bank of America Corp.

 

The notice of appeal properly identified the party taking the appeal, the orders that were the subject of the appeal, and the court to which the appeal was being taken; the jurisdictional element of the rules of appeal were satisfied, and since notice was given of intent to appeal all orders, the description of the appellant in the caption as successor in interest to an entity that only accounted for some of the claims was excusable.

As assignment of claim doesn't undo an injury, the claim filed by an entity that had already assigned the interest had sufficient Article III standing; assignment of claim is distinct from grant of power of attorney, which would trigger a prudential limitation on standing.

While choice of law for corporations usually looks to the location of the business, choice of law for partnerships looks to the law of the forum.  Questions of state law can be dispositive in the federal standing inquiry.

Although legal capacity of parties isn't a jurisdictional element in standing, existence of the entity is, and since the jurisdiction provided for no wind-up time, the non-existent parties did not have standing at the time the suit was filed.

A suit filed by a non-existent entity is not a nullity; so long as there is a real party in interest willing to join the suit at the time the suit is filed and the real party in interest ratifies, is substituted, or is joined within a reasonable time, there is sufficient subject matter jurisdiction for the action at the time of filing.  Since procedural reforms have allowed for nominal parties, this doesn't offend the Constitution.  Court retains the right under the rules to deny joinder for equitable reasons. Circuit split flagged on the nullity doctrine.

Equitable tolling is available for new plaintiffs joined to existing class actions.


Fund Liquidation Holdings LLC v. Bank of America Corp.