49 N.Y.2d 508 (1980)
A national bank may not be sued against its will in a third-party action, even one brought in good faith, except as provided by 12 U.S.C. § 94, which dictates venue for suits against national banks.
Summary
This case addresses whether 12 U.S.C. § 94, which restricts where actions can be brought against national banks, applies to third-party actions. A New York law firm, Lazarow, Rettig & Sundel (Lazarow), sued Castle Capital Corp. (Castle) in New York. Castle then filed a third-party complaint against Fidelity Bank, N. A., an Oklahoma bank, alleging conspiracy to defraud. Fidelity moved to dismiss based on 12 U.S.C. § 94. The New York Court of Appeals held that the statute’s restrictions apply to third-party actions, preventing the suit against Fidelity in New York, emphasizing the mandatory nature of the statute as interpreted by the Supreme Court.
Facts
Lazarow, a New York law firm, invested in a limited partnership through Castle Capital Corp., relying on a tax shelter scheme. The scheme depended on a “Carved Out Production Payment” (COPP) loan, allegedly agreed to by Fidelity Bank of Oklahoma City. Castle guaranteed Lazarow’s investment would be bought back if the COPP loan was not obtained. The IRS disallowed the tax deductions, deeming the transaction a sham. Lazarow sued Castle in New York on its buy-back guarantee. Castle then filed a third-party complaint in New York against Fidelity Bank, alleging conspiracy to defraud.
Procedural History
The trial court dismissed the third-party complaint against Fidelity Bank based on 12 U.S.C. § 94, citing lack of subject matter jurisdiction. The Appellate Division modified this decision, concluding that § 94 did not preclude New York courts from exercising jurisdiction in a third-party action. Fidelity appealed to the New York Court of Appeals.
Issue(s)
Whether 12 U.S.C. § 94, which permits actions against national banks only in specified locations, mandates dismissal of a third-party action against such a bank brought in a non-specified jurisdiction.
Holding
No, because the Supreme Court has interpreted 12 U.S.C. § 94 as a mandatory restriction on where national banks can be sued, and this restriction applies to third-party actions as well as direct suits. The change in form (third-party action versus direct suit) does not diminish the bank’s statutory privilege.
Court’s Reasoning
The court relied heavily on the Supreme Court’s interpretation of 12 U.S.C. § 94 in Mercantile Nat. Bank v. Langdeau, which emphasized the mandatory nature of the statute. The court quoted Langdeau: “The phrase ‘suits . . . may be had’ was, in every respect, appropriate language for the purpose of specifying the precise courts in which Congress consented to have national banks subject to suit and we believe Congress intended that in those courts alone could a national bank be sued against its will.” The court rejected arguments that § 94 should not apply to third-party actions based on policy considerations, stating that such arguments should be addressed to Congress. The court also cited Radzanower v. Touche Ross & Co., which held that even the broad jurisdictional provisions of the Securities Exchange Act of 1934 did not override the specific venue protections afforded to national banks under the National Bank Act, illustrating the strength of this protection. The court acknowledged potential inconveniences, but stressed that such concerns are for legislative resolution, not judicial intervention. Even when the bank is sued in its capacity as a fiduciary, the statute controls.