## Facts

- A trust holding real estate interests borrowed $2.8 million from a bank in 1987 to buy property in Massachusetts.
- Two beneficiaries of the trust, Barry Lehman and Stuart A. Roffman, each held a 50% beneficial interest and personally guaranteed the promissory note; Lehman also pledged additional collateral.
- The trust defaulted, and the bank foreclosed on Lehman’s pledged properties.
- Lehman sued the bank in state court seeking to restrain or rescind the foreclosure, alleging the loan was induced by Roffman’s alleged fraud and the bank’s lack of diligence.
- The bank failed, and the FDIC became receiver, removed the case to federal court, and was substituted as defendant.
- The FDIC added a counterclaim against Lehman on his guaranty and filed a third-party complaint against Roffman seeking indemnification, contribution, and a direct claim to enforce Roffman’s guaranty for the unpaid loan balance.
- Lehman entered bankruptcy, and the district court administratively closed the case; the guaranty enforcement effort against Roffman continued.
- The FDIC later assigned the loan and related rights to Revolution Portfolio L.L.C., which was substituted to pursue the guaranty claim.

## Issues

1. Whether administrative closure functioned as a final judgment requiring Rule 60(b) relief before the district court could reopen the case.
2. Whether impleader under Rule 14(a) was proper and whether a direct guaranty claim against the third-party defendant could be joined under Rule 18(a).
3. Whether substituting the loan assignee as the real party in interest was proper and jurisdictionally permissible.
4. Whether summary judgment was appropriate on the guaranty claim given the asserted defenses and claimed factual disputes.
5. Whether certain objections were forfeited by failure to raise them adequately in the district court.

## Decision

- The First Circuit affirmed the district court’s reopening of the administratively closed case.
- The court affirmed allowance of the third-party complaint under Rule 14(a) and joinder of the direct guaranty claim under Rule 18(a).
- The court affirmed substitution of Revolution Portfolio as the real party in interest after assignment.
- The court affirmed summary judgment holding Roffman liable on his guaranty for the unpaid loan balance.
- The court rejected multiple appellate arguments as forfeited due to inadequate preservation below.

## Legal Principles

- Administrative closure is a docket-management action and is not a final judgment; a court may reopen an administratively closed case without Rule 60(b) relief.
- Rule 14(a) permits impleader of a nonparty who may be liable over to the defending party for all or part of the plaintiff’s claim, including claims for indemnification or contribution.
- Once a third-party defendant is properly impleaded under Rule 14(a), Rule 18(a) allows the third-party plaintiff to join additional claims against that third-party defendant, including a direct claim on a guaranty, subject to applicable jurisdictional requirements.
- An assignee of a claim may be substituted as the real party in interest under Rule 17(a) without defeating subject-matter jurisdiction when the operative claim remains the same.
- Summary judgment is proper where the guaranty, default, and unpaid balance are established and the guarantor fails to produce competent evidence of a genuine dispute or a legally sufficient defense; issues not timely raised in the trial court are generally forfeited on appeal.

## Conclusion

The First Circuit upheld enforcement of a commercial loan guaranty against a third-party defendant, ruling that administrative closure did not bar reopening, that impleader and claim-joinder procedures were proper, that the assignee could be substituted as the real party in interest, and that the evidentiary record supported summary judgment on the guaranty.


Lehman v. Revolution Portfolio L.L.C., 166 F.3d 389 (1st Cir. 1999)