PLEASE NOTE: This "Motion to Substitute Parties" was filed by NUTTER, MCCLENNEN & FISH for the RTC thirty-two (32) months (2 1/2+ years) AFTER ComFed failed and the illegal removal of our records. This motion admits no substitution has ever taken place because the motion has never been acted upon to this day. Consequently no federal jurisdiction can exist.


    UNITEDSTATES DISTRICT COURT FOR THE
    DISTRICT OF MASSACHUSETTS

RHETTA B. SWEENEY, )
Individually and as Trustee )
of the MAPLE LEAF REALTY TRUST )
and of the CANADIAN REALTY )
TRUST, and JOHN SWEENEY, )
Plaintiffs , )
)
vs.) NO.: 91-10098-H
)
RESOLUTION TRUST CORPORATION, )
in its capacity as Receiver )
of ComFed SAVINGS BANK, )
ComFed MORTGAGE COMPANY, INC. )
ComFed ADVISORY COMPANY, INC. )
and DENNIS FUREY, )
Defendants. )


MOTION TO SUBSTITUTE PARTY


Pursuant to Fed. R. Civ. P. 23 and 25, the Resolution Trust Corporation (the "RTC") in its capacity as Receiver of ComFed Savings Bank, and in its capacity as Receiver of ComFed Savings Bank1 F.A., moves this Court for an Order: (1) substituting the Resolution Trust Corporation, as Receiver of ComFed Savings Bank, F.A. as the Plaintiff-in-Counterclaim; (2) substituting the RTC1 as Receiver of ComFed Savings Bank or the party defendants; and (3) amending the docket accordingly. The RTC states in support hereof as follows:


1.        The RTC is a corporation organized under the laws of the United States. 12 U.S.C. Section 144la(b) (1) (A).

2.        Effective December 13, 1990, the Office of Thrift Supervision ("OTS") appointed the RTC as Conservator of ComFed Savings Bank ("ComFed").

3.         As a result of its appointment, the RTC by operation of law succeeded to the same conservatorship, receivership, and assistance powers granted to the Federal Deposit Insurance Corporation under 12 U.S.C. Sections 1821, 1822 and 1823. 12 U.S.C. Section 1441a (b)(4).

4.        Included in the RTC's statutory powers is the RTC's right to be substituted as a party in any civil action, suit or proceeding to which ComFed is a party. 12 U.S.C. Section 1441a(1)(2); 12 U.S.C. Section 1821(d).

5.        On January 7, 1991, the RTC
1 as Conservator of ComFed, moved the Middlesex Superior Court (Civil Action No. 89-2424) for an order substituting it "in place [of] the corporate defendants, ComFed Savings Bank, ComFed Mortgage Company, Inc. and ComFed Advisory Company, Inc."

6.        By endorsement dated January 15, 1991, the Superior Court allowed the Motion to Substitute as to ComFed Savings Bank.

7.        Effective February 1, 1991, the OTS appointed the RTC Receiver of ComFed.

8.        On February 1, 1991, the RTC, as Receiver of ComFed, and pursuant to 12 U.S.C. Section 1821(d)(2)(G), entered into a Purchase and Assumption Agreement ("P&A") with ComFed, F.A., wherein ComFed, F.A. accepted the transfer of certain of ComFed's assets from the RTC. ComFed's liabilities remain with the RTC, as Receiver of ComFed. As a result of the P&A
1 the RTC, as Conservator of ComFed, F.A. retained the assets involved in this litigation and the RTC, as Receiver of ComFed retains the alleged liabilities.

9.        On April 23, 1991, the Resolution Trust Corporation, as Conservator of Comped, moved this Court for an Order substituting the RTC
1 as Receiver of ComFed as the Party--Defendant, and the RTC, as Conservator of ComFed, F.A., as the Plaintiff-in-Counterclaim. The Court has not ruled on this motion.

10.        On September 13, 1991, the RTC was appointed Receiver of ComFed, F.A.

11.        Therefore, the RTC, as Receiver of ComFed, F.A. retains the assets involved in this litigation and the RTC, as Receiver of ComFed retains the alleged liabilities.

        WHEREFORE, the RTC respectfully requests that this Court substitute the RTC, as Receiver of ComFed Savings Bank, F.A. as the plaintiff-in-counterclaim, substitute the RTC, as Receiver of ComFed Savings Bank as the party-defendant, and amend the docket accordingly.


          RESOLUTION TRUST CORPORATION
          in its capacity as Receiver of
          COMFED SAVINGS BANK, and in its
          capacity as Receiver of COMFED
          SAVINGS BANK, F.A., COMFED
          MORTGAGE COMPANY, INC. AND COMFED
          ADVISORY COMPANY, INC.


    By their attorneys,

         
      ______________________8/31/93
      Paul R. Gupta (BBO #214795)
      Joseph F. Shea (BBO #555473)
      NUTTER, MCCLENNEN & FISH
      One International Place
      Boston, MA 02110-2699
      (617)439-2000


5035e/2



          CERTIFICATE OF SERVICE
          I hereby certify that on this day a true copy of
          the above document was served upon the
          attorney of record for each party by mail and
          FAX
          Date:8/31/93____________________________