Cite as: 512 U. S. 79 (1994)
Opinion of the Court
II
It is common ground that the FDIC was asserting in this case causes of action created by California law. Respondent contends that in the adjudication of those causes of action (1) a federal common-law rule and not California law determines whether the knowledge of corporate officers acting against the corporation's interest will be imputed to the corporation; and (2) even if California law determines the former question, federal common law determines the more narrow question whether knowledge by officers so acting will be imputed to the FDIC when it sues as receiver of the corporation.2
The first of these contentions need not detain us long, as it is so plainly wrong. "There is no federal general common law," Erie R. Co. v. Tompkins, 304 U. S. 64, 78 (1938), and (to anticipate somewhat a point we will elaborate more fully in connection with respondent's second contention) the remote possibility that corporations may go into federal receivership is no conceivable basis for adopting a special federal common-law rule divesting States of authority over the entire law of imputation. See Bank of America Nat. Trust & Sav. Assn. v. Parnell, 352 U. S. 29, 33-34 (1956). The Ninth Circuit believed that its conclusion on this point was in harmony with Schacht v. Brown, 711 F. 2d 1343 (CA7 1983), Cenco Inc. v. Seidman & Seidman, 686 F. 2d 449 (CA7 1982), and In re Investors Funding Corp. of N. Y. Securities Litigation, 523 F. Supp. 533 (SDNY 1980), 969 F. 2d, at 750, but even a cursory examination of those cases shows the contrary. In Cenco, where the cause of action similarly arose under state common law, the Seventh Circuit's analysis of
2 The Court of Appeals appears to have agreed with the first of these contentions. Instead of the second, however, it embraced the proposition that federal common law prevents the attributed knowledge of corporate officers acting against the corporation's interest from being used as the basis for an estoppel defense against the FDIC as receiver. Since there is nothing but a formalistic distinction between this argument and the second one described in text, we do not treat it separately.
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