Mae, F. v. Janczak, C ( 2021 )

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2021 PA Super 10FANNIE MAE : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
:
v. :
:
:
CHRISTOPHER JANCZAK AND :
OCCUPANTS :
: No. 3175 EDA 2019
:
APPEAL OF: CHRISTOPHER JANCZAK :
Appeal from the Order Entered October 2, 2019
In the Court of Common Pleas of Chester County Civil Division at No(s):
No. 2019-00240-RC
BEFORE: BENDER, P.J.E., LAZARUS, J., and STEVENS, P.J.E.*
OPINION BY LAZARUS, J.: Filed: January 21, 2021
Christopher Janczak appeals from the order,1 entered in the Court of
Common Pleas of Chester County, granting summary judgment in favor of
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* Former Justice specially assigned to the Superior Court.
1 Apparently in an abundance of caution, Fannie Mae sought entry of judgment
on the order granting its motion for summary judgment. Judgment was
accordingly entered on the trial court docket on October 16, 2019. However,
since the order granting summary judgment disposed of the entire matter,
the order itself was final and appealable. See Pa.R.A.P. 341. Therefore,
Janczak’s appeal is properly from the order granting summary judgment
entered on October 2, 2019. Because that order was served on the parties
pursuant to Pa.R.C.P. 236 on October 3, 2019, Janczak had until November
2, 2019 to file a notice of appeal. See Pa.R.A.P. 903 (notice of appeal shall
be filed within 30 days of entry of order from which appeal taken); Pa.R.A.P.
108 (specifying date of entry of order shall be day clerk of court mails or
delivers copies of order to parties). However, because that date fell on a
Saturday, Janczak’s notice of appeal, filed the following Monday, November 4,
2019, is considered timely. See 1 Pa.C.S.A. § 1908 (providing that whenever
last day of appeal period falls on Saturday, Sunday or legal holiday, “such day
shall be omitted from the computation”).
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appellee Fannie Mae on its action in ejectment. Upon review, we are
constrained to reverse.
The trial court set forth the relevant procedural history of this matter as
follows:
This action is related to the foreclosure action commenced by PNC
Bank, National Association (“PNC”) against [Janczak]. In rem
judgment was entered on January 19, 2016[,] pursuant to the
granting of PNC’s motion for summary judgment. No appeal was
taken.
A writ of execution was issued on February 2, 2016. A sheriff’s
deed for the real property located at 790 Hopewell Road,
Downingtown, Chester County, Pennsylvania (“the [P]roperty”)
was issued on October 4, 2018 to [Fannie Mae] as the successful
bidder. [The Federal National Mortgage Association, commonly
known as “Fannie Mae,” is a government-sponsored private
corporation established by Congress to facilitate the secondary
market in residential mortgages. See 12 U.S.C. §§ 1716b, 1719.]
Subsequent to taking ownership, [Fannie Mae] notified [Janczak]
by letter that it had purchased the [P]roperty at sheriff’s sale and
that [Janczak] must vacate the property. [Janczak] refused to
vacate the [P]roperty and [Fannie Mae] filed an ejectment action
on January 8, 2019.
On February 22, 2019, [Janczak] filed preliminary objections to
[Fannie Mae’s] complaint[,] arguing: (1) that [Fannie Mae] failed
to comply with Pa.R.C.P. [] 1054(b); (2) that the verification
attached to the complaint was improper; and (3) that the
complaint failed to comply with the caption requirements set forth
in Pa.R.C.P. [] 1018. [Fannie Mae] filed a response on March 13,
2019. [The trial court] denied [Janczak’s] preliminary objections
on June 24, 2019, and [Janczak] filed an answer with new matter
[to Fannie Mae’s complaint] on July 12, 2019.
Each party filed a motion for summary judgment. [Fannie Mae]
averred in its motion [] that the record conclusively showed that
it was the record owner of the [P]roperty and that it had the right
to exclusive possession. Therefore, it had met its burden to show
that no material issues of fact remained open on its claim for
ejectment and that the court should grant its motion for summary
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judgment. [Janczak] responded and averred in his cross-motion
for summary judgment that [Fannie Mae] commenced its action
under its fictitious name in violation of the [Fictitious Names Act,
54 Pa.C.S.A. §§ 301-332 (“Act”)] and therefore could not proceed
with its ejectment claim. [The trial court] disagreed and granted
[Fannie Mae’s] motion for summary judgment by order dated
October 2, 2019.
Trial Court Opinion, 1/2/20, at 1-3 (internal citations and unnecessary
capitalization omitted).
Janczak filed a timely appeal on November 4, 2019. Both he and the
trial court have complied with Pa.R.A.P. 1925. Janczak raises the following
issues for our review:
1. Whether the court below had subject matter jurisdiction [over
Fannie Mae’s] lawsuit because it used its fictitious name in this
ejectment action while failing to [] comply with the [Act].
2. Whether the [Act] is preempted by the Federal National
Mortgage Association Charter [(“FNMA Charter”)], a federal law,
to give it standing to sue notwithstanding the [Act].
Brief of Appellant, at 2 (unnecessary capitalization omitted).
We begin by noting that Janczak does not challenge the trial court’s
entry of summary judgment on the merits. He raises no claim that Fannie
Mae is not the owner of the Property or that it is not entitled to immediate
possession thereof. Rather, his claims challenge Fannie Mae’s standing to sue
under its fictitious name.2 Janczak’s claims require us to engage in statutory
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2 We note that Janczak appears to conflate the concepts of “standing” and
“subject matter jurisdiction.” In his first appellate claim, he asserts that
Fannie Mae’s failure to register its fictitious name deprived the trial court of
subject matter jurisdiction. His second claim asks us to determine whether
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interpretation concerning the Act and the FNMA Charter. Accordingly, our
standard of review is de novo and our scope of review is plenary. Dooner v.
DiDonato, 971 A.2d 1187, 1193 (Pa. 2009) (question of whether federal law
preempts state law claims is question of law).
The Pennsylvania Fictitious Names Act provides that “[n]o entity which
has failed to register a fictitious name as required by this chapter shall be
permitted to maintain any action in any tribunal of this Commonwealth until
such entity shall have complied with the provisions” of the Act. 54 Pa.C.S.A.
§ 331(a).
The purposes of the [] Act are: (1) to protect persons giving credit
in reliance on the fictitious name; and (2) to establish definitely
the identities of those owning the business for the information of
those who have dealings with the entity. Lamb v. Condon, []
120 A. 546 ([Pa.] 1923); Ross v. McMillan, [] 93 A.2d 874, 875
([Pa. Super.] 1953). The statute prohibiting suit and imposing a
fine is penal in nature and should not be construed to extend
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the Act is preempted by the FNMA charter, giving Fannie Mae “standing to sue
notwithstanding” the Act. In the argument portion of Janczak’s brief, to the
extent he specifically addresses the doctrines at all, he appears to refer to the
two doctrines interchangeably. The doctrines are not, however,
interchangeable. Subject matter jurisdiction concerns the court’s authority to
consider cases of a given nature and grant the type of relief requested. In re
Adoption of Z.S.H.G., 34 A.3d 1283, 1289 (Pa. Super. 2011). Standing, or
capacity to sue, relates to a party’s right to make a legal claim or seek judicial
enforcement. Id. Here, it cannot be disputed that the court of common pleas
possesses subject matter jurisdiction over actions in ejectment. Janczak’s
claims relate to Fannie Mae’s right to make a legal claim using its fictitious
name and, thus, raise a challenge to standing. Janczak properly preserved
his standing claim by raising it in his answer and new matter. See Drake
Mfg. Co., Inc. v. Polyflow, Inc., 109 A.3d 250, 257 (Pa. Super. 2015)
(objection to standing properly preserved when raised in preliminary
objections or answer to complaint).
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beyond the purposes for which it was evidently enacted. Lamb,
120 A. at 546; Ross, 93 A.2d at 875.
George Stash & Sons v. New Holland Credit Co., LLC, 905 A.2d 541, 543
(Pa. Super. 2006).
Section 1723a(a) of the FNMA Charter provides as follows:
Each of the bodies corporate named in section 1717(a)(2) of this
title[3] shall have power to adopt, alter, and use a corporate seal,
which shall be judicially noticed; to enter into and perform
contracts, leases, cooperative agreements, or other transactions,
on such terms as it may deem appropriate, with any agency or
instrumentality of the United States, or with any State, Territory,
or possession, or the Commonwealth of Puerto Rico, or with any
political subdivision thereof, or with any person, firm, association,
or corporation; to execute, in accordance with its bylaws, all
instruments necessary or appropriate in the exercise of any of its
powers; in its corporate name, to sue and to be sued, and to
complain and to defend, in any court of competent jurisdiction,
State or Federal, but no attachment, injunction, or other similar
process, mesne or final, shall be issued against the property of
the Association or against the Association with respect to its
property; to conduct its business without regard to any
qualification or similar statute in any State of the United
States, including the District of Columbia, the
Commonwealth of Puerto Rico, and the Territories and
possessions of the United States; to lease, purchase, or
acquire any property, real, personal, or mixed, or any
interest therein, to hold, rent, maintain, modernize,
renovate, improve, use, and operate such property, and to
sell, for cash or credit, lease, or otherwise dispose of the
same, at such time and in such manner as and to the extent
that it may deem necessary or appropriate; to prescribe,
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3 In 1968, Congress enacted the Housing and Urban Development Act of 1968,
which divided the Federal National Mortgage Association into two separate
entities, the Government National Mortgage Association (Ginnie Mae) and the
Federal National Mortgage Association (Fannie Mae). See 12 U.S.C. §
1717(a)(2). As a result of the legislation, Fannie Mae “continued to operate
the secondary market operations”, while Ginnie Mae took over “the special
assistance functions and management and liquidating functions.” Lightfoot
v. Cendant Mortgage Corp., 137 S.Ct. 553, 557 (2017) (brackets omitted).
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repeal, and amend or modify, rules, regulations, or requirements
governing the manner in which its general business may be
conducted; to accept gifts or donations of services, or of property,
real, personal, or mixed, tangible, or intangible, in aid of any of
its purposes; and to do all things as are necessary or incidental to
the proper management of its affairs and the proper conduct of
its business.
12 U.S.C.A. § 1723a(a) (emphases added).
Janczak argues that Fannie Mae “had no right to file a lawsuit in the
name of ‘Fannie Mae’ without complying with the [Act, as the Act] provides
that an entity which has failed to re[gister] its fictitious name shall not be
permitted to maintain any action” in the courts of this Commonwealth. Brief
of Appellant, at 7. Janczak further asserts that the Act is not preempted by
the Federal Charter of the Federal National Mortgage Association (“FNMA
Charter”) because the Act “in no way conflicts with federal law concerning
[Fannie Mae’s] Federal Charter or its legal corporate name[,] which is the
Federal National Mortgage Association.” Id. at 9. Specifically, based on the
italicized language above, Janczak contends that the FNMA grants authority
for the corporate body commonly known as Fannie Mae to sue only “in its
corporate name.” As the entity’s corporate name is the Federal National
Mortgage Association, Janczak claims Fannie Mae lacked standing to sue in its
colloquial name.
Fannie Mae argues, and the trial court found, that the bolded portion of
section 1923a, quoted above, authorizing the corporation to “conduct its
business without regard to any qualification or similar statute in any State,”
preempts the requirements of the Act. Accordingly, Fannie Mae argues it was
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not required to register “Fannie Mae” as a fictitious name as a prerequisite to
maintaining an action in that name. In addition, Fannie Mae alleges that its
bylaws state that, while “[t]he name of the corporation is Federal National
Mortgage Association[, t]he corporation may also do business under the name
Fannie Mae.” Fannie Mae Bylaws, Art. 1, Sec. 1.01, as amended through Jan.
29, 2019. Accordingly, Fannie Mae argues it properly sued under its fictitious
name.
The Supremacy Clause of the United States Constitution, prohibits
states from enacting laws contrary to the federal government’s laws.
Moscatiello v. Hilliard, 939 A.2d 325, 328 (Pa. 2007). Specifically, it
provides that the laws of the United States “shall be the supreme Law of the
Land; and the Judges in every State shall be bound thereby, any Thing in the
Constitution or Laws of any State to the Contrary notwithstanding.” U.S.
Const. art. VI, cl. 2. Congressional intent to preempt state law may be express
or implied and found in any of three ways:
First, state law may be preempted where the United States
Congress enacts a provision which expressly preempts the state
enactment. Likewise, preemption may be found where Congress
has legislated in a field so comprehensively that it has implicitly
expressed an intention to occupy the given field to the exclusion
of state law. Finally, a state enactment will be preempted where
a state law conflicts with a federal law. Such a conflict may be
found in two instances, when it is impossible to comply with both
federal and state law or where the state law stands as an obstacle
to the accomplishment and execution of the full purposes and
objectives of Congress.
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Kiak v. Crown Equip. Corp., 989 A.2d 385, 391 (Pa. Super. 2010) (brackets
and quotation marks omitted).
Here, we need not reach the issue of preemption, as we agree with
Janczak that, under the plain language of the FNMA Charter, Fannie Mae is
only empowered to “sue and be sued, and to complain and to defend” in its
corporate name. See 12 U.S.C. § 1723a(a). While the charter authorizes the
corporation to “conduct its business” without regard to any state qualification,
see id., the language of the statute is plain and unambiguous with regard to
the name in which it is empowered to commence suit in a court of law—its
corporate name. Although the corporation regularly conducts business under
the name “Fannie Mae,” the name of the corporate entity is plainly and
unambiguously stated as “Federal National Mortgage Association” throughout
the empowering legislation. See 12 U.S.C. § 1716b (creating corporation “to
be known as Federal National Mortgage Association”). Indeed, nowhere in
that legislation is the entity referred to as “Fannie Mae.” See 12 U.S.C. §§
1716-1723i.
Moreover, we are unpersuaded by Fannie Mae’s reference to its bylaws.
Again, while it is apparent that the corporation has chosen to “do business”
as “Fannie Mae,” there is no evidence that it has ever legally changed its
corporate name to “Fannie Mae.” Accordingly, the fact that the bylaws
authorize the corporation to “do business” as “Fannie Mae” is of no moment
here.
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Because the plain language of the FNMA empowers the corporation
commonly known as Fannie Mae to sue only “in its corporate name,” which is
the “Federal National Mortgage Association,” see 12 U.S.C. 1723a(a), we are
constrained to conclude that the trial court erred in granting summary
judgment in favor of “Fannie Mae.”
Order reversed.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 1/21/21
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