Mae v. Janczak

245 A.3d 1134

Fannie MAE

v.Christopher JANCZAK and Occupants

Appeal of: Christopher Janczak

No. 3175 EDA 2019

Superior Court of Pennsylvania.

Submitted November 4, 2020

Filed: January 21, 2021

Mark Andrew Cronin, West Chester, for appellant.

James Gerald Buck, Philadelphia, for appellee.

Lauren Rachel Tabas, Philadelphia, for appellee.

Andrew P. Carroll, Philadelphia, for appellee.

Occupants, participant, pro se.

BEFORE: BENDER, P.J.E., LAZARUS, J., and STEVENS, P.J.E.^*

OPINION BY LAZARUS, J.:

Christopher Janczak appeals from the order,¹ entered in the Court of Common Pleas of Chester County, granting summary judgment in favor of 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 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 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 , 601 Pa. 209, 971 A.2d 1187, 1193 (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 , [ ] 276 Pa. 544, 120 A. 546 ([Pa.] 1923) ; Ross v. McMillan , [ ] 172 Pa.Super. 298, 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 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, 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 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 , 595 Pa. 596, 939 A.2d 325, 328 (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

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