In Mae v. Janczak, Superior Court of Pennsylvania, January 21, 2021, 245 A3rd 1134, the Superior Court, No. 3175 EDA 2019, held that the plain language of the Federal National Mortgage Association Charter empowers the corporation commonly known as Fannie Mae to sue only in its corporate name, which is the Federal National Mortgage Association.
Christopher Janczak appealed from the order, entered in the Court of Common Pleas of Chester County, granting summary judgment in favor of appellee Fannie Mae on its action in ejectment. Same was reversed by the Superior Court. Two issues were brought to the Superior Court – 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 and 2. Whether the Fictitious Name Act is preempted by the Federal National Mortgage Association Charter, a federal law, to give it standing to sue notwithstanding the Act. The Fictitious Name 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, [ ] 276 Pa. 544, 120 A. 546 ([Pa.] 1923); Ross v. McMillan, [ ] 172 Pa.Super. 298, 93 A.2d 874, 875 ([Pa. Super.] 1953).
Janczak argued 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. 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.” Essentially, claims that Fannie Mae could not sue in their colloquial name.
The Court found, 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. 12 U.S.C. § 1723a(a). 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. 12 U.S.C. § 1716b. Thus the Court concluded that the trial Court erred in granting summary judgment in “Fannie Mae”.
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