Clarifying Receivership Coverage Is Not an Appealable Injunction “Modification” (and Does Not Re-“Appoint” a Receiver) Under 28 U.S.C. § 1292(a)

1. Introduction

McNamara v. Fidelis arises from a broader enforcement action brought in January 2024 by the Consumer Financial Protection Bureau and seven state attorneys general (collectively, “Plaintiffs”) alleging violations of the Federal Trade Commission’s Telemarketing Sales Rule and related federal and state laws. Early in the case, the district court entered a temporary restraining order (“TRO”) with an asset freeze and appointed Thomas W. McNamara as receiver (the “Receiver”). The TRO defined “Receivership Defendants” to include specified defendants and also their “subsidiaries, affiliates, divisions, successors, and assigns.”

The immediate dispute concerned whether certain entities—Fidelis Legal Support Services, LLC, the Bush Lake Trust, Two Square Enterprises, Inc., BDC Group LLC, and Veteris Capital LLC (the “Appellants”)—fell within that preexisting definition and therefore were already subject to the receivership. When the Receiver concluded that they were covered, Appellants challenged that designation. Magistrate Judge Roemer rejected the challenges and affirmed the Receiver’s determination. Appellants then sought interlocutory appellate review, characterizing the magistrate judge’s orders as (i) granting or modifying an injunction and (ii) appointing a receiver under 28 U.S.C. § 1292(a)(1) and § 1292(a)(2).

The Second Circuit dismissed the appeals for lack of appellate jurisdiction and also denied Appellants’ request for mandamus.

2. Summary of the Opinion

The Second Circuit held that it lacked jurisdiction under 28 U.S.C. §§ 1292(a)(1) and (a)(2) because the challenged orders did not modify the TRO or preliminary injunction (“PI”) and did not appoint a receiver. Rather, they merely interpreted and applied the already-entered TRO/PI definition of “Receivership Defendants” to determine that Appellants were “successors,” “assigns,” and “affiliates” of entities already within the receivership.

The court also declined to issue a writ of mandamus, finding no extraordinary circumstances or clear judicial usurpation of power.

3. Analysis

A. Precedents Cited

  • Consumer Fin. Prot. Bureau v. Sasson, No. 24-697-CV, 2025 WL 1554514, at *1-2 (2d Cir. June 2, 2025).
    The panel referenced its earlier decision upholding the PI that continued the receivership. That context mattered because it framed the challenged orders as downstream applications of an injunction that had already been affirmed, not new injunctions themselves.
  • Swede v. Rochester Carpenters Pension Fund, 467 F.3d 216, 219 (2d Cir. 2006).
    Cited for the baseline rule that appellate jurisdiction generally requires a “final” decision under 28 U.S.C. § 1291. This anchors the opinion’s approach: Appellants needed a valid exception to finality, not merely disagreement with how the receivership was administered.
  • Ibeto Petrochemical Indus. Ltd. v. M/T Beffen, 475 F.3d 56, 61 (2d Cir. 2007).
    Used to emphasize that § 1292(a) exceptions are “narrowly-drawn,” signaling that the court would not expand interlocutory review beyond the statute’s limited categories.
  • JLM Couture, Inc. v. Gutman, 91 F.4th 91, 100 (2d Cir. 2024).
    The controlling jurisdictional principle: orders that merely “interpret or clarify” an earlier appealable order do not themselves create appellate jurisdiction. The panel relied on this to classify the magistrate judge’s orders as interpretive rather than modifying.
  • In re Tronox Inc., 855 F.3d 84, 98 (2d Cir. 2017).
    Reinforced that an interpretive order—one that “did not change the meaning of” the earlier injunction—does not qualify as an appealable modification. The court used this to conclude that applying the TRO/PI’s “successors/assigns/affiliates” language to Appellants did not alter the injunction’s scope; it enforced it.
  • Kerr v. United States Dist. Court for Northern Dist. of Cal., 426 U.S. 394, 402 (1976).
    Cited for the classic description of mandamus as a “drastic” remedy reserved for extraordinary situations.
  • In re Roman Cath. Diocese of Albany, N.Y., Inc., 745 F.3d 30, 35 (2d Cir. 2014).
    Provided the governing mandamus standard: “exceptional circumstances” amounting to “judicial usurpation of power” or “clear abuse of discretion.” The panel found Appellants did not meet this demanding threshold, particularly given the “extensive review process” already afforded in the district court.

B. Legal Reasoning

The opinion proceeds from a jurisdiction-first framework:

  1. Finality is the rule. Under 28 U.S.C. § 1291, the court generally reviews only final decisions. Appellants sought to fit their appeal into interlocutory exceptions under § 1292(a)(1) (injunctions) and § 1292(a)(2) (receivers).
  2. Section 1292(a) is narrow. Relying on Ibeto Petrochemical Indus. Ltd. v. M/T Beffen, the panel treated the exceptions as limited and not a license to appeal any order related to an injunction or receivership.
  3. Interpretation/application ≠ modification. The dispositive move is the court’s characterization of the challenged orders: Magistrate Judge Roemer did not expand the TRO/PI; he concluded Appellants already fell within the TRO/PI definition because they were “successors,” “assigns,” and “affiliates” of named entities. Under JLM Couture, Inc. v. Gutman and In re Tronox Inc., such interpretive determinations do not create appellate jurisdiction under § 1292(a)(1).
  4. No new receiver appointment occurred. Because the receiver had already been appointed by the TRO (and continued by the PI), an order affirming that certain entities are covered by the existing receivership is not an order “appointing a receiver” within § 1292(a)(2). It is, functionally, an enforcement or administration decision within the already-established receivership framework.
  5. Mandamus is not a substitute appeal. Under Kerr v. United States Dist. Court for Northern Dist. of Cal. and In re Roman Cath. Diocese of Albany, N.Y., Inc., the court required extraordinary circumstances. It found none, emphasizing the district court’s “extensive review process” and the absence of a clear usurpation of power or abuse of discretion.

Notably, the court’s approach treats disputes about whether an entity fits within “affiliate/successor/assign” language as presumptively case-management and enforcement questions within the receivership—not automatically appealable “modifications” of the underlying injunction.

C. Impact

Although labeled a non-precedential “SUMMARY ORDER,” the decision offers practical guidance in federal receivership practice:

  • Constrains interlocutory appeals in receivership administration. Parties newly deemed covered by broad injunction/receivership definitions (“affiliates,” “successors,” “assigns”) may have difficulty obtaining immediate appellate review if the district court’s order is framed as applying, not changing, existing terms.
  • Encourages careful drafting and early litigation of definitional scope. Because later “coverage” determinations may be treated as interpretive, litigants may focus on contesting the breadth of definitions at the TRO/PI stage (when appeals under § 1292(a)(1) are more straightforward).
  • Limits mandamus as an end-run around finality. The mandamus denial reinforces that aggressive appellate intervention is unlikely absent truly exceptional circumstances, even where receivership inclusion has immediate operational consequences.

4. Complex Concepts Simplified

“Final decision” (28 U.S.C. § 1291)
Generally, you can appeal only after the district court has finished the case (e.g., judgment after liability and remedies are decided).
Interlocutory appeal (28 U.S.C. § 1292(a))
A limited exception allowing immediate appeals of certain non-final orders—most relevant here, orders granting/modifying injunctions (§ 1292(a)(1)) and orders appointing receivers (§ 1292(a)(2)).
“Modify” an injunction vs. “interpret/clarify” an injunction
A modification changes the injunction’s legal meaning or obligations. An interpretation applies existing language to facts. The Second Circuit treated the magistrate judge’s orders as interpretation: the TRO/PI already covered “affiliates/successors/assigns,” and the orders simply found Appellants fit those categories.
Receivership
A court-supervised mechanism where a receiver is appointed to take control of specified entities/assets, often to preserve property, prevent dissipation, and manage operations while litigation proceeds.
Mandamus
An extraordinary appellate writ used to correct a clear abuse of power when normal appeal routes are unavailable and the need for immediate correction is exceptional. It is not meant to function as a routine substitute for an appeal.

5. Conclusion

The Second Circuit dismissed the appeals because the challenged orders did not qualify for interlocutory review under 28 U.S.C. § 1292(a): they did not modify the existing TRO/PI or newly appoint a receiver, but instead interpreted and applied the receivership’s existing definitional scope to Appellants. The court also denied mandamus, reiterating that extraordinary relief requires truly exceptional circumstances and a clear abuse of judicial power.

The central takeaway is procedural but consequential: in receivership-driven enforcement litigation, later rulings confirming that additional entities fall within preexisting “affiliate/successor/assign” language may be insulated from immediate appellate review, channeling disputes toward district-court process and eventual final-judgment appeals rather than piecemeal interlocutory review.