September 19, 1994
                  UNITED STATES COURT OF APPEALS

                      FOR THE FIRST CIRCUIT

                                             

No. 94-1509

               SUNSHINE DEVELOPMENT, INC., ET AL.,
                      Plaintiffs, Appellees,

                                v.

              FEDERAL DEPOSIT INSURANCE CORPORATION,
     AS LIQUIDATING AGENT FOR FIRST SERVICE BANK FOR SAVINGS,
                      Defendant, Appellant.

                                             

                           ERRATA SHEET

     The  opinion of  the  court issued  on  August 22,  1994  is
corrected as follows:

     On page 2, line 12   insert period after "reverse"

     On page 22, line 5   delete ", 1821(d)(6)"

                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                             

No. 94-1509

               SUNSHINE DEVELOPMENT, INC., ET AL.,

                      Plaintiffs, Appellees,

                                v.

              FEDERAL DEPOSIT INSURANCE CORPORATION,
     AS LIQUIDATING AGENT FOR FIRST SERVICE BANK FOR SAVINGS,

                      Defendant, Appellant.

                                             

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF NEW HAMPSHIRE

      [Hon. Martin F. Loughlin, Senior U.S. District Judge]
                                                          

                                             

                              Before

                      Selya, Circuit Judge,
                                          

                 Campbell, Senior Circuit Judge,
                                               

                  and Lagueux,* District Judge.
                                              

                                             

     Gregory E.  Gore, Counsel,  with whom  Ann S.  DuRoss, Ass't
                                                          
General Counsel, Robert D. McGillicuddy, Senior Counsel, Michelle
                                                                 
Kosse, Counsel,  Steven A. Solomon,  and Backus, Meyer  &amp; Solomon
                                                                 
were on brief, for appellant.
     Dennis G. Bezanson for appellees.
                       

                                             

                         August 22, 1994
                                             

          
*Of the District of Rhode Island, sitting by designation.

          SELYA,  Circuit  Judge.   This  appeal  requires us  to
          SELYA,  Circuit  Judge.
                                

determine the scope  of the immunity from  injunctions granted to

the  Federal  Deposit  Insurance  Corporation  (FDIC)  under  the

Financial  Institutions Reform, Recovery,  and Enforcement Act of

1989 (FIRREA), Pub.  L. 101-73, 103 Stat. 842 (Aug.  9, 1989), in

the  context  of bankruptcy  proceedings.    After sketching  how

Congress intended  FIRREA to  operate, and clarifying  the source

and  extent of bankruptcy courts' powers to manage the estates of

debtors whose  fates are intertwined  with the affairs  of failed

financial institutions,  we conclude that the  court below lacked

the authority to restrain the FDIC in  the exercise of its lawful

statutory powers.  Accordingly, we reverse.

                                I.
                                  

                            Background
                                      

          The facts essential to  an understanding of this appeal

are not disputed.  Between 1985  and 1988, First Service Bank for

Savings  made  a  total  of  seven  separate  loans  to  Sunshine

Development, Inc. in connection with various  projects, including

Salisbury  Pasture  (Franklin, New  Hampshire),  Brightside Place

(Derry,  New  Hampshire), and  154  Webster  Street (Hudson,  New

Hampshire).  The debt (much of which remains unpaid) is evidenced

by three  promissory notes.   The notes  are cross-collateralized

and  secured  by  mortgages   encumbering  all  three  pieces  of

property.

                                A

          Neither lender  nor borrower survived  the collapse  of

                                3

the  New England real estate market.   A year after the last loan

had  been made, First Service  was declared insolvent.   On March

31, 1989,  the  FDIC  was  appointed as  liquidating  agent  (and

thereby became the owner  and holder of the notes).   On November

24, 1989, Sunshine petitioned for voluntary reorganization  under

Chapter  11 of the Bankruptcy Code.   The FDIC seasonably filed a

proof of claim in the bankruptcy  court, asserting secured claims

amounting   to  $4,948,203.87.    In  April  of  1991,  the  FDIC

petitioned  the bankruptcy  court for  relief from  the automatic

stay, see 11 U.S.C.   362(d)(1) &amp; (2), so that  it might initiate
         

foreclosure proceedings  against  the properties.    Among  other

things,  the  FDIC  asserted  that  during  the  prior two  years

Sunshine  had  failed to  pay  required  real  estate  taxes  and

insurance  premiums.   The  bankruptcy court  granted the  FDIC's

petition on July 1, 1991.  No appeal ensued.

          On  July 31, 1992, the  FDIC filed an  amended proof of

claim  in the  bankruptcy  court.   In March  of 1993,  the court

converted  Sunshine's  bankruptcy  into  a  Chapter  7  case  and

appointed a  trustee.1  On  July 20,  1993, the FDIC  amended its

proof of claim once again.  Throughout, the FDIC, for reasons not

illuminated in  the record, abjured  any attempt to  foreclose on

the mortgages that it held.

                                B

          Prior  to any  insolvency, the  bank and  the developer

                    

     1We  henceforth  refer to  the  debtor  and  its trustee  in
bankruptcy collectively as "Sunshine" or "appellees."

                                4

parted  company.   Each sued the  other.   In one  suit, the bank

sought  to collect principal and interest due under the notes; in

the other, the borrower  sought to recover damages from  the bank

on various lender  liability theories.  These suits, though begun

in 1988, remained  dormant for some time.  In  1991, the district

court consolidated  them  and  eventually  referred  the  ongoing

litigation to the bankruptcy court.

          The  bankruptcy  court  repackaged  the  litigation and

brought it to  a head.  Following a two-week  trial that ended in

May of 1992, a jury not  only decided that Sunshine owed  nothing

to the FDIC as the bank's successor in interest, but also decided

that  Sunshine deserved  $2,000,000 in  damages.   The bankruptcy

court  disagreed.   It  set aside  the  jury verdict  and entered

judgment   in  favor   of   the  FDIC,   against  Sunshine,   for

$2,717,856.12.2    Sunshine appealed  to  the  district court  on

February 12, 1993.  See 28 U.S.C.   158(a).  The appeal (which we
                       

shall term "the Merits Appeal") is still pending in that court.

                                C

           The  pot  came to  a boil  when  the FDIC  scheduled a

foreclosure  sale  of all  three  properties  for May  11,  1994.

Alarmed  at the prospect of foreclosure  before the Merits Appeal

                    

     2At trial, the FDIC claimed  that the borrower owed  roughly
$3,951,000.   Sunshine contested a  fraction of the  debt (on the
basis  that  First  Service  failed properly  to  credit  certain
interim  payments),  admitted that  the  remainder  was due,  and
sought  to set off damages allegedly owed on the lender liability
claims  against  the  balance.    The  bankruptcy  court's  award
represents the portion  of the underlying debt that  Sunshine did
not controvert.

                                5

had been decided,3 appellees  petitioned the bankruptcy court for

injunctive  relief to  pretermit the  proposed foreclosure  sale.

For whatever  reason, the bankruptcy court  referred the petition

to the district court.  That court asked a magistrate-judge for a

report  and  recommendation.    See   Fed.  R.  Civ.  P.   72(b).
                                   

Proceeding on  the mistaken  presumption that the  automatic stay

remained  in  force, the  magistrate  recommended  issuance of  a

temporary restraining order aimed at halting the foreclosure.

          The  FDIC immediately  objected to  the recommendation.

See  id.  It noted  the magistrate's mistake  and again asserted,
        

citing  FIRREA's  anti-injunction  provision,  that  the district

court  lacked the authority to  grant the requested  relief.  The

district court  held  a  hearing one  day  before  the  scheduled

foreclosure  sale.   In the  course of  the hearing,  the parties

acknowledged the magistrate's bevue and agreed that the automatic

stay had been dissolved almost three years earlier.  The district

judge  nonetheless  enjoined the  FDIC  from  foreclosing on  the

properties  pending determination  of  the Merits  Appeal.4   The

judge did not state the basis for his order.

                    

     3Sunshine  apparently  feared,  inter  alia,  that   if  the
                                                
properties were sold in foreclosure and it subsequently prevailed
on its  lender liability claims,  it effectively would  have lost
the  right of  setoff, and,  instead, would  be merely  a general
unsecured creditor of the  receivership.  We take no  view either
of  the  legitimacy of  these fears  or  of the  parties' rights,
should they materialize.

     4The Merits  Appeal is  pending before a  different district
judge.   At oral argument,  the parties informed  us that it  was
heard and taken under advisement on May 24, 1994.

                                6

                               II.
                                  

                        Standard of Review
                                          

          Black  letter  law  in  this   circuit  instructs  that

district  courts ordinarily are  to determine the appropriateness

of granting or denying a preliminary injunction on the basis of a

four-part  test   that  takes  into  account   (1)  the  movant's

likelihood  of  success  on the  merits,  (2)  the potential  for

irreparable injury, (3) a balancing of the relevant equities, and

(4) the effect on  the public interest.  See  Narragansett Indian
                                                                 

Tribe v. Guilbert, 934 F.2d 4, 5 (1st Cir. 1991);  Aoude v. Mobil
                                                                 

Oil Corp., 862 F.2d  890, 892 (1st Cir. 1988).   This formulation
         

can only be used in circumstances in which the district court  is

empowered to issue an injunction.  It is this antecedent question

  the question of judicial power, sometimes called "jurisdiction"

  that comprises the  centerpiece of this appeal.   Consequently,

while we ordinarily review  a district court's decision  to grant

or deny injunctive relief under a deferential abuse-of-discretion

standard, see,  e.g., Narragansett Indian  Tribe, 934 F.2d  at 5,
                                                

this appeal    which presents a pure question of  law   engenders

de  novo review.   See McCarthy v.  Azure, 22 F.3d  351, 354 (1st
                                         

Cir. 1994); Liberty Mut.  Ins. Co. v. Commercial Union  Ins. Co.,
                                                                

978 F.2d 750, 757  (1st Cir. 1992); see also  Narragansett Indian
                                                                 

Tribe,  934 F.2d  at  5 (explaining  that  an injunction  may  be
     

overturned  based on  either "a  mistake of  law or  an  abuse of

discretion").

          The  standard  of  review  is   particularly  important

                                7

because  this  case  has  a  curious  twist.    The  magistrate's

recommendation  was  premised on  a  mistaken  fact, the  parties

explicitly  informed the  district  court of  the error,  and the

court,  though  cognizant  that  the  magistrate's reasoning  was

flawed,   issued  its   own   order  without   any   accompanying

explanation.   Thus,  we are  very  much in  the dark  as to  the

district  court's thinking.    In the  end,  however, it  is  not

necessary that  we remand.   Since we  review the legal  issue de
                                                                 

novo,  access  to  the  district   court's  rationale  is  not  a
    

prerequisite to appellate  review.5  Withal,  the absence of  any

articulated  reasoning below  as to  this controlling  issue both

increased  the risk of error    an unexplained  ruling being more

likely  to be a poorly considered one    and reduced this court's

(and  the  parties')  opportunities  to benefit  from  the  lower

court's analysis.

                               III.
                                   

                            Discussion
                                      

          This case  turns on  the construction and  interplay of

several  provisions of the statutes that define the powers of the

FDIC and the bankruptcy courts,  respectively.  In each instance,

our starting point is the statutory  text.  See United States  v.
                                                             

                    

     5We wish to make it crystal clear that we prize the thinking
of the district courts and encourage district judges to state the
basis  for their rulings whether or not they are legally required
to do  so.  While  our review of  legal questions is  de novo, we
                                                             
remain an appellate tribunal with  the function of reviewing what
another court has  already done:   the thinking  and analysis  of
that earlier tribunal   even when, on consideration,  we disagree
with it   is  integral to the judicial process  within which both
courts are engaged.

                                8

Gibbens,     F.3d    ,     (1st Cir. 1994) [No. 93-2203, slip op.
       

at 12].

                                A

          FIRREA   constitutes  a  vital   part  of  the  federal

government's response to the savings-and-loan crisis that  rocked

the nation  in the latter half of the last decade.  The method of

the  statute  involves,   among  other  things,   "establish[ing]

organizations  and  procedures  to   obtain  and  administer  the

necessary funding to  resolve failed thrift cases  and to dispose

of  the assets of [those]  institutions . .  . ."   H.R. Rep. No.

101-54(I),  101st  Cong., 1st  Sess.  (1989),  reprinted in  1989
                                                           

U.S.C.C.A.N.  86,  103.   To  this  end,  FIRREA  gives the  FDIC

unprecedented  powers so that it  may function efficaciously as a

receiver or conservator of insolvent financial institutions.  See
                                                                 

Telematics  Int'l, Inc. v. NEMLC Leasing Corp., 967 F.2d 703, 705
                                              

(1st Cir. 1992)  (explaining that FIRREA  is designed to  "enable

the  FDIC  to move  quickly  and  without  undue interruption  to

preserve and consolidate the  assets of the failed institution");

see also 12 U.S.C.   1821(d)(2)(B) (giving the FDIC  wide-ranging
        

powers  to take  over  the assets  of,  and operate,  an  insured

depository institution  that fails); see generally  H.R. Rep. No.
                                                  

101-54(I), supra, 1989 U.S.C.C.A.N. at 126-29.
                

          One  major  component of  the  statutory  scheme is  12

U.S.C.   1821(j).   It states that, with exceptions  not relevant

here, "no court may take any action, except at the request of the

Board  of  Directors [of  the FDIC]  by  regulation or  order, to

                                9

restrain or affect  the exercise  of powers or  functions of  the

[FDIC] as a conservator or a receiver."  Id.  By its terms, then,
                                            

section 1821(j) is an anti-injunction  measure, preventing courts

from  issuing orders that unduly inhibit the FDIC in the exercise

of its statutory powers.6

          Since the injunction issued below unabashedly restrains

and affects the FDIC, acting  in its capacity as a  receiver, our

inquiry  reduces to whether the activity that the injunction kept

the  FDIC from  pursuing  falls within  the  FDIC's powers  under

FIRREA.   This inquiry  is  actually composed  of two  subsidiary

questions:  (1) As a general matter, does the FDIC have the power

to foreclose? (2) If so, does  that power extend to the estate of

a bankrupt debtor?

                                B

          The  answer  to  the first  query  is  patently  in the

affirmative.  Congress  has given  the FDIC  broad authority  "to

take  over  the assets  . .  . and  conduct  all business  of the

institution,"  to  "collect all  obligations  and  money due  the

institution,"  and  to  "preserve  and conserve  the  assets  and

property  of such  institution."   12 U.S.C.    1821(d)(2)(B)(i),

(ii), and  (iv).   As receiver, the  FDIC may "place  the insured

                    

     6Subject  to   enumerated  exceptions,   see  12   U.S.C.   
                                                 
1441a(b)(5),  the  Resolution   Trust  Corporation  (RTC),   when
operating as a receiver,  enjoys the same powers, and  is subject
to  the same FIRREA  protections, as the  FDIC.  See  12 U.S.C.  
                                                    
1441a(b)(4).    Of  particular  interest  here,  section  1821(j)
applies equally  to both agencies.   Consequently, we  will refer
freely to cases involving the RTC to illuminate section 1821(j)'s
reach in respect to the FDIC.

                                10

depository institution in liquidation and proceed to realize upon

the  assets  of  the  institution," 12  U.S.C.     1821(d)(2)(E),

"transfer  any asset  or  liability of  the  institution," id.   
                                                              

1821(d)(2)(G)(i)(II), and,  in  addition to  the specific  powers

granted under  these statutes,  it may "exercise  such incidental

powers as shall be necessary" to carry out its stated powers, id.
                                                                 

  1821(d)(2)(J)(i).

          Taken  in  the ensemble,  this  broad  array of  powers

easily encompasses the grant  of a general power to  foreclose on

properties that  the failed institution held as  collateral.  See
                                                                 

Lloyd v. FDIC,  22 F.3d  335, 336 (1st  Cir. 1994)  (interpreting
             

these  statutes as affording the  FDIC the "power  as receiver to

foreclose on the property  of a debtor"); see also  281-300 Joint
                                                                 

Venture v. Onion, 938 F.2d  35, 39 (5th Cir. 1991) (holding  that
                

"the ability of the conservator to foreclose on the property of a

debtor  [is] a  power that  Congress gave  to [agencies  like the

FDIC] under FIRREA"), cert. denied, 112 S. Ct. 933 (1992); Abbott
                                                                 

Bldg. Corp. v. United States,  951 F.2d 191, 194 (9th  Cir. 1991)
                            

(similar).   Therefore,  in  a run-of-the-mill  case, a  district

court  lacks the authority to enjoin the FDIC, acting lawfully as

a  receiver, from  foreclosing on  security that  it holds.   See
                                                                 

Lloyd,  22  F.3d at  336-37  (holding that  district  courts lack
     

jurisdiction  to  enjoin  the  FDIC,  acting  as  receiver,  from

foreclosing on  a debtor's property); Telematics, 967 F.2d at 706
                                                

(refusing to enjoin the FDIC from foreclosing on a certificate of

deposit because  section 1821(j)  "must be accorded  its ordinary

                                11

meaning"); see also Sweeney v. RTC, 16 F.3d 1, 6  (1st Cir. 1994)
                                  

(per curiam) (explaining that  section 1821(j) bars an injunction

designed to block  an imminent nonjudicial foreclosure  scheduled

by  the RTC); 281-300 Joint Venture, 938 F.2d at 39 (holding that
                                   

under section  1821(j)  "the courts  lack the  ability to  enjoin

nonjudicial foreclosures that are within the statutory powers" of

the RTC qua receiver).
           

                                C

          The  second  query      whether  the  FDIC's  power  to

foreclose  extends to  the  context of  bankruptcy proceedings   

requires us to examine appellees' hydra-headed assertion that the

debtor's bankruptcy removes the FDIC's proposed foreclosure  here

from  the mine-run, and vests  the federal courts with injunctive

powers that would be lacking in respect to other FDIC foreclosure

initiatives.   Answering this  second query is  more complicated,

for the statutes  defining the  authority of the  FDIC form  only

part  of  the relevant  legal  universe;  the statutes  governing

bankruptcy  matters also must be  consulted.  We  devote the next

two sections of this opinion to the task of answering this second

query.

          It  is not disputed that the  three properties on which

the FDIC seeks to foreclose constituted property of the debtor as

of the date of  bankruptcy and are  thus property of the  estate.

See 11 U.S.C.   541(a)(1) (explaining that the bankruptcy "estate
   

is comprised of  . . .  all legal or  equitable interests of  the

debtor  in property  as of  the commencement of  the case").   As

                                12

Sunshine  correctly  points  out,  the  district  court  obtained

jurisdiction over those properties by virtue of 28 U.S.C.   1334.

Pursuant to 28 U.S.C.   1334(d), "[t]he district court in which a

case  under  Title  11 is  commenced  or  is  pending shall  have

exclusive jurisdiction of all  the property, wherever located, of

the  debtor as of the commencement  of such case, and of property

of the  estate."   Id.;  see also  28  U.S.C.    1334(a)  (giving
                                 

district court "original and  exclusive jurisdiction of all cases

under title 11").

          Sunshine argues that this statutory mosaic also infuses

the  district court  and/or the  bankruptcy court  with power  to

enjoin the FDIC.7  This argument  builds on the theory that, as a

general proposition, a bankruptcy  court may issue injunctions to

protect its exclusive jurisdiction over estate property.   See 11
                                                              

U.S.C.     105(a) (empowering  bankruptcy  courts  to "issue  any

order, process, or judgment  that is necessary or  appropriate to

carry out the provisions of this title"); see also  In re Olympia
                                                                 

Holding Corp., 141 B.R. 443, 446 (Bankr. M.D. Fla. 1992) (relying
             

on  the jurisdictional grant contained in 28 U.S.C.   1334(d) and

the grant of  protective powers contained  in 11 U.S.C.    105 to

issue  an injunction  to  safeguard estate  property).   And this

proposition, Sunshine  says, must mean that  the bankruptcy court

possesses the power to enjoin the FDIC when it is necessary to do

                    

     7Despite  the  fact  that  the  district  court  issued  the
injunction  in  this  instance,  the  litigants  argue  the  case
primarily  in terms of the bankruptcy court's power to enjoin the
FDIC.  We agree  that, for purposes of this  appeal, the district
court and the bankruptcy court can be treated interchangeably.

                                13

so in order to preserve the assets of the bankruptcy estate.

          We  do not  think that  the appellees'  argument proves

their point.  Rather,  it serves merely to highlight  the tension

that  exists between FIRREA's  anti-injunction provision,  on one

hand,  and the  bankruptcy laws,  on the  other hand.   But  this

tension  does not  mean that  the statutes are  in irreconcilable

conflict.  As we explain below, they are not.

          The  preferred  approach   to  statutory   construction

dictates that a reviewing court  first determine if the perceived

conflict between two laws is real.  See Connecticut Nat'l Bank v.
                                                              

Germain, 112  S. Ct.  1146, 1149  (1992) (cautioning  that courts
       

confronted by  arguably conflicting statutes must  give effect to

both,  where possible).   Here,  the perceived  conflict  is more

apparent than real, for the statutes can be  reconciled.  The key

to harmonizing them lies with 11 U.S.C.   362.

          Section  362 of  the Bankruptcy  Code is  an "automatic

stay"  provision.    It  provides  in  substance  that  filing  a

bankruptcy petition  activates an automatic stay.   That applies,

inter alia, to the commencement or continuation of most  judicial
          

actions or proceedings against the debtor to obtain possession of

property  of the estate.  11 U.S.C.   362(a)(1),(3).  Foreclosure

constitutes an action or proceeding against the debtor within the

purview  of this law.   Hence, attempts to  foreclose come within

the statutory sweep and are banned unless and until the automatic

stay is lifted, see id.   362(d).  Thus, no  person or entity has
                       

a choate power to foreclose on property belonging to a bankrupt's

                                14

estate so long as the automatic stay is in place.

          We  see  no  basis  for exempting  the  FDIC  from  the

strictures  of this regime  when it  is acting  as a  receiver or

conservator.8   Because the  automatic stay  is exactly what  the

name  implies   "automatic"    it operates  without the necessity

for  judicial intervention.  Consequently, the stay's curtailment

of  the FDIC's  power  does  not  run  afoul  of  FIRREA's  anti-

injunction  provision, which only prohibits "court . . . action .
                                                  

. . to  restrain or affect the exercise of  powers or function of

the [FDIC] as a . .  . receiver."  12 U.S.C.   1821(j)  (emphasis

supplied).   On that basis,  we are confident  that the automatic

stay does not violate FIRREA's anti-injunction provision  because

it arises directly from the operation of a legislative enactment,

not by court order.   Accord In re Colonial Realty Co.,  980 F.2d
                                                      

125, 137 (2d  Cir. 1992); Gross v. Bell Sav.  Bank, 974 F.2d 403,
                                                  

407 (3d Cir. 1992).

          The automatic stay works in tandem with the statutes on

which  Sunshine relies.   The  broad jurisdictional  grant of  28

U.S.C.    1334  is  designed  to  centralize proceedings  in  the

bankruptcy court,  and 11 U.S.C.   105  is designed to permit the

court  to protect that jurisdictional grant.   The automatic stay

                    

     8To  be  sure,  11  U.S.C.     362(b)(4) provides  that  the
automatic stay does not reach proceedings undertaken to enforce a
"governmental unit's police or  regulatory power."  But when  the
FDIC  operates as a receiver or conservator, it does not exercise
"regulatory  power"  within  the  meaning of  this  statute.  See
                                                                 
generally  Howell  v. FDIC,  986 F.2d  569,  574 (1st  Cir. 1993)
                          
(distinguishing between FDIC acting  in its corporate capacity as
a regulator and in its capacity as a receiver).

                                15

furthers  this  policy  by preventing  different  creditors  from

bringing  different  proceedings  in  different  courts,  thereby

setting  in motion  a  free-for-all in  which opposing  interests

maneuver  to capture  the lion's  share of  the  debtor's assets.

"The stay insures that the debtor's affairs  will be centralized,

initially, in  a single  forum in  order  to prevent  conflicting
         

judgments  from different courts and in order to harmonize all of

the creditors'  interests  with one  another."   In  re  Colonial
                                                                 

Realty, 980 F.2d at 133 (citation omitted) (emphasis supplied).
      

          Nonetheless, the automatic stay does not always operate

in  perpetuity.  While the stay ensures that most matters related

to  the debtor's  estate will  come  under the  wing of  a single

bankruptcy court  in the  first instance,9 further  provisions of
                                        

the  same  statute  permit  the  bankruptcy  court to  relax  the

automatic stay  under enumerated  conditions.   See  11 U.S.C.   
                                                   

362(d)-(g).  Once relief from the  stay is granted, an "action or

proceeding against  the  debtor  that  was  or  could  have  been

commenced before  the commencement of the  [bankruptcy] case" may

go forward.   Id.   362(a).   In other words,  by granting relief
                 

from the  automatic stay the bankruptcy  court effectively yields

the exclusive control over the debtor's estate initially accorded

to it by section 1334(d).

          With  all  pieces  in place,  the  assembled  doctrinal

                    

     9In the interests of accuracy, we note that certain property
is excepted from  the operation of  the automatic stay.   See  11
                                                             
U.S.C.   362(b).   This  exception has no  relevance for  present
purposes.

                                16

puzzle  looks  like  this:    the  jurisdictional  grant  and the

automatic  stay work  together  to centralize  nearly all  claims

relating to the bankrupt  estate in the bankruptcy court.   While

the legislatively mandated stay  is in place, the FDIC,  like any

other  creditor, is fully  subject to it.   If at  this point the

FDIC  were   to  ignore  the  stay  and  initiate  a  foreclosure

proceeding,  the  bankruptcy court  would  be  acting within  its

authority  to issue  an injunction.    After all,  FIRREA's anti-

injunction provision,  12 U.S.C.   1821(j),  only prohibits court

actions  restraining  FDIC's exercise  of  its  lawful powers  or
                                                      

functions.  See 281-300 Joint Venture, 938 F.2d at 39.
                                     

          Once the  bankruptcy court grants the  FDIC relief from

the automatic  stay, however, the court  surrenders the preferred

position  that Congress  carved out  for it.   At  that juncture,

FIRREA's anti-injunction provision comes  into play.  Thereafter,

without the automatic stay  in place, the bankruptcy  court, like

any other  court, is prevented from  taking "any action .  . . to

restrain or affect  the exercise  of powers or  functions of  the

[FDIC]  as a conservator or receiver."   12 U.S.C.   1812(j).  So

viewed, the statutes under consideration do not conflict.

          We  thus  answer  the   second  of  our  two  questions

affirmatively and hold  that FIRREA's anti-injunction  provision,

12 U.S.C.   1821(j), applies in the bankruptcy milieu.  That ends

this  phase  of  our inquiry.    In  this case,  relief  from the

automatic stay had been obtained long  before the FDIC instituted

foreclosure  proceedings,   and   Sunshine  had   not   appealed.

                                17

Consequently, the bankruptcy court  had surrendered its exclusive

control  over the properties and,  in the face  of FIRREA's anti-

injunction  provision,  could  not  then  reverse  direction  and

restrain the FDIC from going forward.10

                                D

          In  a related  vein,  the appellees  also suggest  that

section  1334(b)  gives the  bankruptcy court  power to  grant an

injunction   against   the   FDIC,    FIRREA   notwithstanding.11

Appellees' reliance on this provision is misplaced.

          We  need  not  wax  longiloquent.   The  Supreme  Court

rebuffed  a strikingly similar  interpretation of section 1334(b)

in Board of Governors  v. MCorp Financial,  Inc., 112 S. Ct.  459
                                                

(1991).   There, the debtor contended that section 1334(b) gave a

bankruptcy  court concurrent  jurisdiction that  empowered  it to

                    

     10We are not aware of any instance involving either the FDIC
or the RTC in  which a court reinstated the automatic  stay after
having granted  a party relief from it.  We leave for another day
the  dichotomous question  whether  reinstatement  of  a  section
362(a)  stay vis-a-vis  the FDIC  would be  possible, and  if so,
whether  such  reinstatement  would  constitute   "court  action"
violative of 12 U.S.C.   1821(j).  We likewise express no opinion
as  to whether  judicial  implementation of  a  stay pursuant  to
Bankruptcy Rule 8005 might run afoul of section 1821(j).

     11The statute provides:

          Notwithstanding  any  Act  of  Congress  that
          confers exclusive jurisdiction  on a court or
          courts  other than  the district  courts, the
          district courts shall  have original but  not
          exclusive    jurisdiction   of    all   civil
          proceedings  arising  under   title  11,   or
          arising  in or related  to cases  under title
          11.

28 U.S.C.   1334(b).

                                18

enjoin ongoing administrative proceedings  of the Federal Reserve

Board,   despite  a   specific  statutory   provision  precluding

injunctions  in  such  circumstances.   The  Court  rejected  the

debtor's argument,  holding  that section  1334(b) "concerns  the

allocation of  jurisdiction between bankruptcy  courts and  other

`courts'" and that "an administrative agency such as the Board is

not a `court'."   MCorp, 112 S. Ct.  at 465.  Section  1334(b) is
                       

similarly  inapplicable to  a nonjudicial  foreclosure proceeding

undertaken by the FDIC (which, like the Federal Reserve Board, is

not a "court").12

                                E

          The  appellees have one more shot in their sling.  They

strive  to  persuade  us   that,  regardless  of  FIRREA's  anti-

injunction provision, authority to enjoin  the FDIC can be  found

in  the bankruptcy  court's  general  equitable jurisdiction,  to

which the FDIC  subjected itself  by filing proofs  of claim  and

litigating in the  bankruptcy court.  For this  thesis, appellees

rely almost exclusively on the bankruptcy court's reasoning in In
                                                                 

re Tamposi Family  Inv. Properties, 159  B.R. 631 (Bankr.  D.N.H.
                                  

1993).  But the  reasoning of the Tamposi court  cannot withstand
                                         

scrutiny.13

                    

     12This case presents a relatively easy question involving an
ill-starred  effort  to  apply  section  1334(b)  to  nonjudicial
proceedings instituted by an  administrative agency.  We intimate
no opinion  regarding that section's applicability vel non to the
                                                          
FDIC in other settings.

     13It is important to note that, although Tamposi's reasoning
                                                     
is flawed,  the result in the case may be defensible.  See, e.g.,
                                                                
In re Parker North Amer. Corp.,     F.3d    ,     (9th Cir. 1994)
                              

                                19

          There, the debtors brought adversary complaints against

the FDIC under  11 U.S.C.    547(b), seeking  to avoid  transfers

that had  been  made to  the failed  bank less  than ninety  days

before the debtors declared bankruptcy.  See Tamposi, 159 B.R. at
                                                    

632-33.   The  FDIC contended  that the  bankruptcy court  lacked

subject matter  jurisdiction under 12 U.S.C.    1821(d)(13)(D), a

FIRREA provision  stating that "no court  shall have jurisdiction

over  . .  . [a]ny  claim or action  for payment  from .  . . the

assets of  any depository  institution for  which the  [FDIC] has

been appointed receiver . . . ."  The Tamposi  court rejected the
                                             

FDIC's  contention because  "by  filing a  proof  of claim  in  a

bankruptcy  proceeding, the  creditor/claimant submits  itself to

the process of allowance  and disallowance of claims which  is at

the heart  of a bankruptcy court's  subject matter jurisdiction."

Tamposi, 159 B.R. at 634.
       

          The  Tamposi  court's  reasoning   leaves  much  to  be
                      

desired.   In the first place,  the bankruptcy court, 159 B.R. at

636, misread our opinion in  Marquis v. FDIC, 965 F.2d  1148 (1st
                                            

Cir. 1992).   In Marquis,  we held  that federal courts  retain a
                        

modicum of  subject  matter  jurisdiction  over  actions  pending

against  failed financial  institutions even  after the  FDIC has

been  appointed as  receiver, notwithstanding  the jurisdictional

bar  of  12  U.S.C.      1821(d)(13)(D)  (a  FIRREA  accouterment

providing  that "no court shall have jurisdiction  over . . . any

                    

[1994 WL 192456, at *9] (holding that section 1821(d)(13)(D) does
not bar  a  bankruptcy court  from  hearing a  preference  action
against the RTC).

                                20

claim  or  action  for payment  from,  or  any  action seeking  a

determination  of  rights with  respect  to,  the assets  of  any

depository institution  for which  the [FDIC] has  been appointed

receiver").  See id.  at 1155.  We  arrived at this holding  as a
                    

matter of  statutory interpretation, stressing  other language in

FIRREA that  addresses claimants' rights "to  continue any action

which  was filed before appointment  of a receiver,"  12 U.S.C.  

1821(d)(5)(F)(ii).   Moreover, we specifically limited  the reach

of  the Marquis  holding to  actions pending  in a  federal court
               

prior  to the FDIC's appointment as receiver or conservator.  See
                                                                 

id. at 1154.
   

          The Tamposi court ignored this limitation.  Instead, it
                     

erroneously asserted that whether proceedings were pending at the

time  of the FDIC's appointment "is irrelevant under the logic of

Marquis." Tamposi, 159 B.R. at 636.  This assertion is incorrect:
                 

the  holding in Marquis cannot be transplanted root and branch to
                       

a  wider class of cases.  Specifically, the holding is inapposite

in the Tamposi context   and it is similarly inapposite here.
              

          The  second problem  with the  reasoning of  Tamposi is
                                                              

that the  opinion places too great a premium on a trio of Supreme

Court cases not involving the FDIC.   Each of these cases  stands

for  the somewhat  mundane proposition  that "by  filing  a claim

against a bankruptcy estate the creditor triggers  the process of

allowance and disallowance of claims,  thereby subjecting himself

to the bankruptcy court's equitable powers."  Langenkamp v. Culp,
                                                                

498 U.S.  42, 44  (1990) (citation and  internal quotation  marks

                                21

omitted); accord  Granfinanciera, S.A. v. Nordberg,  492 U.S. 33,
                                                  

59  n.14 (1989) (noting that  "by submitting a  claim against the

bankruptcy estate, creditors  subject themselves  to the  court's

equitable power to disallow those claims"); Katchen v. Landy, 382
                                                            

U.S. 323,  329-30 (1966) (similar).   We  do not doubt  that this

proposition pertains to the FDIC   but staking the farm on it for

present purposes begs the  question of what equitable  powers the

bankruptcy court possesses vis-a-vis particular litigants.

          Once  the  question  is  properly  framed,  the  FDIC's

involvement makes a dispositive difference.  The bankruptcy court

is a creature of statute, and Sunshine  has not suggested that it

is  beyond  Congress's  lawful   powers  to  limit  the  remedies

available  to that court or  to remove selected  matters from its

jurisdiction.  Here, Congress exercised that very power, limiting

the  authority of all courts   the bankruptcy court included   to

enjoin the FDIC.  The general  proposition that filing a proof of

claim  subjects  a  party  to the  bankruptcy  court's  equitable

jurisdiction cannot  be read in  isolation, but, rather,  must be

read  in  conjunction  with  the  specific  statutory   language,

contained in section 1821(j),  that Congress subsequently saw fit

to  write.   Cf. Vimar  Seguros  y Reaseguros,  S.A.  v. M/V  Sky
                                                                 

Reefer,     F.3d    ,     (1st Cir.  1994) [No. 93-2179, slip op.
      

at  12]  (explaining  that   a  specific,  later-enacted  statute

"ordinarily controls the general") (collecting  cases); Watson v.
                                                              

Fraternal  Order of  Eagles, 915  F.2d 235,  240 (6th  Cir. 1990)
                           

(same).

                                22

          Finally, and  relatedly, to accept the  Tamposi court's
                                                         

reasoning would be to stand FIRREA on its ear.  After all, once a

party  declares  bankruptcy, a  creditor's principal  recourse to

money  owed is by filing proofs of claim in the bankruptcy court.

Under  the  Tamposi  regime,  when   the  FDIC  as  receiver   or
                   

conservator  is  also a  creditor of  a  bankrupt, the  FDIC must

either  elect  to  forgo its  claim  or  to  waive its  statutory

protections.  In  the most auspicious of circumstances,  we would

be reluctant to read section  1821(j) as constructing so perverse

a paradigm.

          Here,  the circumstances  are anything  but auspicious,

for  the statute is prefaced  by the phrase  "Except as otherwise

provided in  this section  .  . .  ."   This  language serves  to

identify those occasions on  which the anti-injunction  provision

lacks  force.  See, e.g.,    1821(c)(7), 1821(c)(8)(C).  When, as
                        

now,  a   law  itself  contains  an   enumeration  of  applicable

exemptions, the maxim  "expressio unius  est exclusio  alaterius"

ordinarily  applies.      Under  that   maxim,  a   legislature's

affirmative description  of certain powers  or exemptions implies

denial  of nondescribed  powers or  exemptions.   See Continental
                                                                 

Cas. Co. v. United States, 314  U.S. 527, 533 (1942); Park  Motor
                                                                 

Mart, Inc. v. Ford Motor Co., 616 F.2d 603, 605  (1st Cir. 1980);
                            

see  generally  2A  Norman  J. Singer,  Sutherland  Stat.  Const.
                                                                 

 47.23, at 216-17 (5th ed. 1992).  So it is here.

                               IV.
                                  

                            Conclusion
                                      

                                23

          We  need go no further.   There is  no conflict between

the   statutory  provisions   defining  the   bankruptcy  courts'

jurisdiction and the FDIC's powers while the automatic stay is in

place.   When and if  a bankruptcy court  grants relief from  the

stay for a particular purpose, however, the  FDIC's powers, which

in this regard  are spelled  out by FIRREA's  recent, clear,  and

specific language, come to the fore and trump the residual powers

of  the courts.   Had  the court  below correctly  understood the

interface between  the relevant statutory schemes,  it would have

realized that, because the automatic stay had been dissolved, the

appellees  were requesting  relief of  a kind  that, 18  U.S.C.  

1821(j)  considered,  exceeded  the district  court's  authority.

Consequently, the injunction  issued by the  lower court may  not

stand.

          Reversed.
                  

                                24
