[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

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No. 14-11777

Non-Argument Calendar

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D.C. Docket No. 4:11-cv-10086-JEM

RPM NAUTICAL FOUNDATION, INC., 

 Plaintiff - Counter Defendant -

 Appellee,

versus

CENTENNIAL BANK, 

Defendant - Third Party Plaintiff

Cross Claimant -

Counter Claimaint -

Counter Defendant – Appellant,

FEDERAL DEPOSIT INSURANCE CORPORATION, 

in its corporate capacity and in its capacity as Receiver for Key West Bank,

 Defendant - Cross Defendant -

 Appellant,

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OLD REPUBLIC NATIONAL TITLE INSURANCE 

COMPANY, et al.,

 Defendant -

Cross Defendant,

THE ESTATE OF THOMAS J DIDATO,

 Defendant -

 Third Party Defendant,

THOMAS J. DIDATO, P.A.,

 Defendant,

NEW STOCK ISLAND PROPERTIES, LLC.,

 Defendant -

Cross Claimant -

 Third Party Defendant,

 Counter Claimant.

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Appeal from the United States District Court

for the Southern District of Florida

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(March 9, 2015)

Before TJOFLAT, WILSON, and EDMONDSON, Circuit Judges.

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PER CURIAM:

Defendants Centennial Bank (“Centennial”)1 and the Federal Deposit 

Insurance Corporation (“FDIC”),2 as receiver for Key West Bank, appeal the 

district court’s grant of summary judgment in favor of RPM Nautical Foundation, 

Inc. (“RPM”) in RPM’s suit against Centennial for breach of contract. Reversible 

error has been shown; we vacate the district court’s order and remand with 

instructions to dismiss the case for lack of subject-matter jurisdiction. 

These undisputed facts are pertinent to this appeal. RPM agreed to transfer 

ownership of real property to New Stock Island Properties, LLC (“NSIP”). 

Pursuant to the terms of the purchase agreement, NSIP agreed to deposit $1.25 

million in an escrow account for the benefit of RPM. RPM, NSIP and Key West 

Bank entered into an Escrow Agreement, designating Key West Bank as the 

escrow agent. Key West Bank opened the escrow account, and NSIP deposited 

$1.25 million into the account. 

 1 Contrary to RPM’s assertions, Centennial filed an initial and reply brief in this appeal, in which 

it joined in and adopted the contents of the FDIC’s appellate briefs.

2 We are unpersuaded by RPM’s claim that the FDIC lacks standing to prosecute this appeal. 

The district court’s determination that RPM (a non-party to the contract between the FDIC and 

Centennial) has standing to interpret and to enforce that contract in a way that conflicts with the 

contracting parties’ interpretation affects adversely the FDIC’s interests in enforcing the terms of 

its own contracts both in this case and in other cases. See Knight v. State of Ala., 14 F.3d 1534, 

1555 (11th Cir. 1994) (“[A] defendant ordinarily has standing to appeal any ruling on the 

plaintiff’s cause of action that is adverse to the defendant’s interests.”). 

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Key West Bank was later closed by the Office of Thrift Supervision, and the 

FDIC took over as receiver. The FDIC (as receiver for Key West Bank and in its 

corporate capacity) entered into a Purchase and Assumption Agreement (“P&A 

Agreement”) with Centennial, under which Centennial assumed portions of Key 

West Bank’s assets and liabilities. 

A couple of months later, RPM, in accordance with the terms of the Escrow 

Agreement, demanded disbursement of the escrow funds from Centennial, as 

successor escrow agent. Centennial failed to deliver the funds.3

 The parties 

dispute whether, and to what extent, Centennial assumed liability for the Escrow 

Agreement under the terms of the P&A Agreement. 

RPM filed this civil action in state court asserting, among other things,4

a 

claim against Centennial, as successor escrow agent to Key West Bank: a claim for 

breaching the Escrow Agreement. After the case was removed to federal court, the 

district court granted RPM’s motion for summary judgment, concluding that 

(1) “through the express and unambiguous terms of the Purchase and Assumption 

 3 As it turned out, the escrow account was set up in such a way to allow closing attorney T. D. 

access to the account. While the escrow funds were deposited with Key West Bank, T.D. 

withdrew improperly nearly all the funds from the account so that, by the time Key West Bank 

entered receivership, the account contained only hundreds of dollars. 

4 This case has a complex procedural history, involving nine parties and multiple claims, 

counterclaims and cross-claims. The only claim before us on appeal, however, is RPM’s claim 

against Centennial for breach of the Escrow Agreement.

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Agreement, Centennial assumed the terms and conditions of the Escrow 

Agreement . . . and became the successor escrow agent to Key West Bank”; and 

(2) Centennial breached the terms of the Escrow Agreement when it failed to 

deliver the escrow funds upon request. 

Centennial filed a motion for reconsideration. Centennial argued, in part, 

that -- based on this Court’s intervening decision in Interface Kanner, LLC v. 

JPMorgan Chase Bank, N.A, et al., 704 F.3d 927 (11th Cir. 2013) -- the district 

court lacked subject-matter jurisdiction to consider RPM’s claim against 

Centennial. The district court rejected Centennial’s argument and denied the 

motion. 5

 The district court then entered final judgment against Centennial and 

awarded RPM over $1.4 million in recovery. 

We review de novo issues of subject-matter jurisdiction, including standing. 

Elend v. Basham, 471 F.3d 1199, 1204 (11th Cir. 2006). 

This appeal is controlled by our decision in Interface Kanner. In that case, 

Interface Kanner entered into a commercial lease agreement with Washington 

Mutual Bank (“WaMu”). 704 F.3d at 929. WaMu later failed; then WaMu entered 

into receivership under the direction of the FDIC. Id. Under the terms of a 

 5 The district court also rejected Centennial’s argument that the district court failed to consider 

adequately Centennial’s answer and various affirmative defenses. Defendants raise no challenge 

to the denial of the motion for reconsideration on these grounds and, thus, have abandoned that 

argument on appeal. See N. Am. Med. Corp. v. Axiom Worldwide, Inc., 522 F.3d 1211, 1217 

n.4 (11th Cir. 2008). 

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purchase and assumption agreement, the FDIC transferred some of WaMu’s assets 

and liabilities to JPMorgan. Id. at 930. When neither JPMorgan nor the FDIC 

made payments under the lease and failed to cure the alleged default, Interface 

Kanner filed suit against JPMorgan for breaching the lease. Id. 

We concluded that Interface Kanner lacked standing to raise its claim 

against JPMorgan. Id. at 931. We explained that, to assert the breach of lease 

claim, Interface Kanner had to establish first a contractual relationship between 

itself and JPMorgan. Id. at 932. Interface Kanner attempted to do by arguing --

based on the language of the purchase and assumption agreement between the 

FDIC and JPMorgan -- that JPMorgan had assumed the lease after WaMu failed. 

Id. Because Interface Kanner was no party to or a third-party beneficiary of the 

purchase and assumption agreement, we determined that Interface Kanner lacked 

standing to enforce the terms of the agreement. Id. at 932-33. As a result, the 

district court lacked subject- matter jurisdiction to consider the claim. Id. at 934. 

Like the plaintiff in Interface Kanner, RPM must first establish the existence 

of some contractual relationship between itself and Centennial before RPM can 

assert its claim against Centennial for breach of the Escrow Agreement. In arguing 

that Centennial assumed liability for the Escrow Agreement and became the 

successor escrow agent to Key West Bank, RPM relies expressly on its own 

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interpretation of the P&A Agreement between Centennial and the FDIC. But RPM 

does not contend that it is either a party to, or a third-party beneficiary of, the P&A 

Agreement.6

 Because this case is materially indistinguishable from this Court’s 

binding precedent in Interface Kanner,

7 we conclude that RPM lacks standing to 

enforce the terms of the P&A Agreement. See Interface Kanner, 704 F.3d at 932-

33. 

Because RPM lacks standing to enforce the P&A Agreement and has not 

otherwise established a contractual relationship between itself and Centennial, it 

cannot assert a claim against Centennial for breaching the Escrow Agreement. The 

district court lacked subject-matter jurisdiction to consider RPM’s claim; we 

vacate the district court’s judgment and remand with instructions that the district 

court dismiss this claim for lack of subject-matter jurisdiction. 8

 

 6 On appeal, RPM says expressly that it “did not bring a claim as third party beneficiary of the 

P&A Agreement, but rather for successor liability under the Escrow Agreement to which RPM 

was a party and which provided that it was binding on Key West Bank’s successors and assigns.”

7 RPM attempts to distinguish Interface Kanner because, in that case, the purchase and 

assumption agreement gave JPMorgan the option to reject certain leases and JPMorgan gave 

notice that it would not assume the lease at issue. Those facts were not germane to the Court’s 

final decision, however, because the Court never reached the merits of the underlying dispute. 

Instead -- without regard to the merits of the parties’ arguments about whether JPMorgan 

assumed the lease under the terms of the purchase and assumption agreement -- the Court 

determined that Interface Kanner lacked standing to enforce the agreement. See 704 F.3d at 931-

33. 

8 We reject Defendants’ alternate argument that the district court lacked subject-matter 

jurisdiction based on RPM’s alleged failure to exhaust its administrative remedies under the 

Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”). Because 

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VACATED AND REMANDED.

 

RPM asserts directly no claim against the FDIC or Key West Bank, and because RPM’s breach 

of contract claim against Centennial is based on Centennial’s post-receivership failure to 

disburse escrow funds (not on an alleged act or omission of the FDIC or of Key West Bank), we 

are unconvinced that RPM’s claim is subject to FIRREA’s exhaustion requirement. See 12 

U.S.C. § 1821(d)(13)(D). 

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