OPINION OF THE COURT

SCIRICA, Circuit Judge.

There are two interrelated issues in this appeal. First, whether the venue provision of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 ("FIRREA"), 12 U.S.C. § 1821(d)(6)(A) (Supp. II 1990), governs only actions brought against the failed depository institution or whether it also applies to actions against the institution's receiver. Second, whether the claims procedures established in FIRREA, 12 U.S.C. § 1821(d), cover actions against the receiver as well as actions against the failed institution.

This case arises out of the failure of a state bank, Citytrust of Connecticut. Hudson United Bank brought suit in the United States District Court for the District of New Jersey against Chase Manhattan Bank of Connecticut, the Federal Deposit Insurance Corporation, and Chase's wholly owned subsidiary, Consolidated Asset Recovery Corporation, seeking a declaratory judgment of its rights to certain funds as a result of its participation interest in loans made by the failed bank. The Federal Deposit Insurance Corporation, as receiver for the failed bank, moved to transfer the action to the District of Connecticut under 12 U.S.C. § 1821(d)(6)(A). The district court granted the motion to transfer, holding that the claims procedures applied to actions against the receiver and that a change of venue was required under FIRREA. The court then certified the issue for interlocutory appeal. Hudson United Bank v. Chase Manhattan Bank, NA, 832 F. Supp. 881 (D.N.J. 1993). We will affirm.

I.

Plaintiff/appellant Hudson United Bank ("Hudson") is a New Jersey corporation. Defendant/appellee Chase Manhattan Bank of Connecticut, NA ("Chase"), is a national association of the state of Connecticut, with offices in Connecticut. Citytrust of Connecticut ("Citytrust"), the failed bank now in receivership, was a state bank licensed in Connecticut. Kleinberg Electric is a New York corporation that was a customer of Citytrust and is now in bankruptcy, allegedly as a result of actions of the defendants. Paul and Carol Kleinberg, the guarantors on the loan, were both New Jersey residents at the time the loan was executed.

In 1987, Citytrust extended to Kleinberg Electric a $1 million term loan and a $1.25 million line of credit. Hudson bought a 63% interest in Kleinberg Electric's term loan as part of a Loan Participation Agreement. In 1991, Citytrust failed and was placed under the control of the Federal Deposit Insurance Corporation as receiver. Following standard procedure, the FDIC sought a buyer for Citytrust and found Chase, which entered into a Purchase and Assumption Agreement with the FDIC allowing Chase to evaluate Citytrust's assets and "put" any unwanted assets back to the receiver. Chase's subsidiary, Consolidated Asset Recovery Corporation ("CARC"), was to manage (with FDIC supervision) any Citytrust assets that were retained or reacquired by the FDIC.

Sometime after Citytrust's bankruptcy in August 1991 and the start of this new arrangement, Hudson ceased receiving payments for its participation interest in the Kleinberg loan. In addition, the Kleinberg line of credit was terminated, apparently upon the closing of the FDIC's Purchase and Assumption Agreement with Chase. Hudson, 832 F. Supp. at 883. Two months later, Chase "put" the Kleinberg loans back to the receiver, to be managed by CARC.

Hudson claimed it had not been notified of Citytrust's bankruptcy and learned of it only in November 1991 when it inquired about the discontinued loan payments. In January 1992 CARC accelerated the loans, allegedly causing Kleinberg to file for bankruptcy. Even after filing for bankruptcy, Kleinberg continued to make payments to CARC on the Citytrust loans, but CARC allegedly failed to remit to Hudson its full share of those payments. By early 1992 it appeared that Hudson was losing money on the Kleinberg loan. In March 1992, however, Chase deposited $476,176.80 into an account of Hudson's at Chase, and Hudson withdrew that money as payment in full of the loan participation. Chase then decided it had deposited the money by mistake and asked for it back. Hudson responded by seeking a declaratory judgment of its rights to the funds, punitive damages, and litigation expenses. Hudson alleged breach of the Loan Participation Agreement, breach of the duty of good faith, breach of fiduciary duty, and fraudulent concealment. Chase counterclaimed for the return of the money.

After filing its action, Hudson asked the FDIC receiver whether administrative review of its claims was a necessary prerequisite to bringing suit. The FDIC forwarded a claim notice to Hudson, which Hudson filed. The FDIC then disallowed the claim and moved to transfer the case to the District of Connecticut under 28 U.S.C. § 1406(a) (1988) and 12 U.S.C. § 1821(d)(6)(A). The FDIC contended that New Jersey was the wrong venue because 12 U.S.C. § 1821(d)(6)(A) specifies that a claimant can only bring suit in the district where the failed depository institution had its principal place of business or in the District of Columbia. Because Citytrust's principal place of business was in Connecticut, the FDIC asserted that the case should be transferred there. Hudson opposed transfer, contending § 1821(d)(6)(A) only refers to claims against the failed depository institution, not to claims based on actions taken by the FDIC after the bank failed, which are actually against the receiver, not the institution. The district court granted the FDIC's motion to transfer and then certified the following question for interlocutory appeal:

Does the venue provision in [FIRREA], 12 U.S.C. § 1821(d)(6) apply to an action which is brought against the receiver for wrongs allegedly committed by the receiver rather than the failed institution?

II.

We have plenary review over the district court's conclusions of law. Tudor Dev. Group, Inc. v. United States Fidelity Guar. Co., 968 F.2d 357, 359 (3d Cir. 1992); Gregoire v. Centennial Sch. Dist., 907 F.2d 1366, 1370 (3d Cir.), cert. denied, 498 U.S. 899, 111 S.Ct. 253, 112 L.Ed.2d 211 (1990). We are not limited to the certified question, but may rule on other issues relevant to the appeal. Johnson v. Alldredge, 488 F.2d 820, 823 (3d Cir. 1973), cert. denied, 419 U.S. 882, 95 S.Ct. 148, 42 L.Ed.2d 122 (1974).

The district court granted the motion to transfer venue under FIRREA, 12 U.S.C. § 1821(d)(6)(A). The provision on venue is entitled "Provision for agency review or judicial determination of claims." 12 U.S.C. § 1821(d)(6). Subparagraph (A) provides:

In general

Before the end of the 60-day period beginning on the earlier of —

(i) the end of the period described in paragraph (5)(A)(i) with respect to any claim against a depository institution for which the Corporation is receiver; or

(ii) the date of any notice of disallowance of such claim pursuant to paragraph (5)(A)(i),

the claimant may request administrative review of the claim . . . or file suit on such claim (or continue an action commenced before the appointment of the receiver) in the district or territorial court of the United States for the district within which the depository institution's principal place of business is located or the United States District Court for the District of Columbia (and such court shall have jurisdiction to hear such claim).

12 U.S.C. § 1821(d)(6)(A) (footnote supplied).

As we have noted, Hudson contends this subparagraph, with its venue provision, applies only to claims against a depository institution; that is, it applies only to claims against Citytrust and not to claims against the FDIC. If true, the FDIC as receiver cannot request a change of venue under FIRREA. In addition, Hudson maintains the entire subsection (d) is inapplicable to breach of contract actions like the present dispute. Finally, Hudson asserts that under certain circumstances application of the provisions in subsection (d) would create an unconstitutional result.

A.

Hudson maintains that claims against the receiver cannot be considered under § 1821(d)(6)(A), but must be analyzed under § 1821(d)(5)(C) ("Disallowance of claims filed after end of filing period") or under § 1821(d)(6)(B) ("Statute of Limitations"). Hudson points out that § 1821(d)(13)(D) specifically provides for claims against the receiver while § 1821(d)(6)(A), which contains the venue provision, does not. From this Hudson concludes that the venue provision (§ 1821(d)(6)(A)) if read literally applies only to claims against the depository institution, not to claims against the receiver. The FDIC disagrees, contending Congress intended § 1821(d)(6)(A) to include claims against the receiver. The district court agreed with the FDIC.

The district court acknowledged that Hudson's argument had some force if § 1821(d)(6)(A) were read without reference to the related parts of FIRREA that establish claims procedures. But the district court rejected Hudson's interpretation because it found that applying the claims procedures' venue provision to all claims (including claims against the receiver) was more consistent with the statutory structure and the purposes of FIRREA. Following the approach we employed in Rosa v. Resolution Trust Corp., 938 F.2d 383 (3d Cir.), cert. denied, 502 U.S. 981, 112 S.Ct. 582, 116 L.Ed.2d 608 (1991), the district court looked to the other sections of FIRREA that detail the claims process for guidance in understanding the scope of the venue provision.

The district court first considered § 1821(d)(5)(A), which outlines the claims procedures of FIRREA. See Praxis Properties, Inc. v. Colonial Sav. Bank, S.L.A., 947 F.2d 49, 62-63 (3d Cir. 1991) (reviewing FIRREA's administrative claims procedures). Noting that the venue provision ( § 1821(d)(6)(A)) defines the claims to which it applies by express reference to § 1821(d)(5)(A), the district court concluded that § 1821(d)(5)(A) and § 1821(d)(6)(A) applied to the same claims. Both subparagraphs apply by their terms to "any claim against a depository institution" for which the FDIC is the receiver.

Having linked § 1821(d)(6)(A) to § 1821(d)(5)(A), the district court then considered whether claims against the receiver were covered under § 1821(d)(5), because if so, § 1821(d)(6)(A) would have to cover them as well. The district court first observed that we have routinely assumed that § 1821(d)(5) applies to claims against the receiver. See Rosa, 938 F.2d at 395-96; Althouse v. Resolution Trust Corp., 969 F.2d 1544, 1545-46 (3d Cir. 1992); Praxis Properties, 947 F.2d at 62-64. The district court then looked to § 1821(d)(13)(D) to explain why claims against the receiver had to be within the scope of § 1821(d)(5) and therefore within the scope of § 1821(d)(6)(A).

Section 1821(d)(13)(D) bars judicial review except as otherwise provided in § 1821(d). The jurisdictional bar of § 1821(d)(13)(D) extends explicitly to claims against the receiver as well as to those against the depository institution. Thus, unless § 1821(d)(5) allows administrative review of claims against the receiver, there would be no mechanism to review those claims — they would be barred from judicial review by § 1821(d)(13)(D) and there would be no provision for review elsewhere. The district court reasoned that if the paragraphs on administrative and judicial review of claims ( § 1821(d)(6)(A) and § 1821(d)(5)(A)) did not apply to claims against the receiver, then § 1821(d)(13)(D) would compel a complete bar of review of claims against the receiver because no grant of jurisdiction exists elsewhere in § 1821(d). As the district court reasoned: "Logic dictates that the claims barred by paragraph (13)(D) must coincide with those that may be filed under the administrative procedures of paragraph (5). Otherwise, paragraphs (5) and (13)(D) would bar relief in the district court without providing relief elsewhere, and FIRREA would become a source of immunity for the Receiver." Hudson United Bank v. Chase Manhattan Bank, NA, 832 F. Supp. 881, 886 (D.N.J. 1993). The district court found that Congress did not intend FIRREA's claims process to immunize the receiver, but rather wanted to require exhaustion of the receivership claims process before going to court. Id. at 885-86.

On appeal, Hudson tries to answer this argument by finding implicit jurisdiction for claims against the receiver in § 1821(d)(5)(C) and (d)(6)(B) which refer to "any claims." But neither section addresses claims against the receiver explicitly, and Hudson's attempt to find a grant of jurisdiction in them is strained. We find the district court's reading of § 1821(d) more convincing and consistent with congressional purpose as well as with our opinion in Rosa.

It is true that FIRREA is awkwardly written and difficult to interpret. But as the district court noted, the purpose of § 1821(d)(5)(A) and (d)(13)(D) was to force plaintiffs with claims against failed depository institutions to file their claims under FIRREA's administrative claims procedures before filing them in federal court. H.R.Rep. No. 54(I), 101st Cong., 1st Sess. 291, 418-19 (1989), reprinted in 1989 U.S.C.C.A.N. 86, 214-15. The purpose was not to immunize certain claims from review. The district court also found application of the venue provision to claims against the receiver consistent with the claims process's purpose of promoting efficiency. Treating claims against the receiver differently from claims against the institution would foster inefficiency by forcing the FDIC to "defend actions at various locations throughout the country, with the attendant disruption of the Bank's records and personnel, [and] the defendant's task would become further complicated." Hudson, 832 F. Supp. at 887 (citation omitted).

Accordingly, we hold that the venue provision in 12 U.S.C. § 1821(d)(6)(A) applies to claims against the receiver. This holding answers the question we expressly left open in National Union Fire Insurance Co. v. City Savings, F.S.B., 28 F.3d 376, 387 n. 12 (3d Cir. 1994), as to the reach of § 1821(d)(13)(D). By deciding that the administrative claims procedures and the jurisdictional bar have concurrent scope, we avoid the possibility raised in National Union that § 1821(d)(13)(D) could become "an independent and outright bar of jurisdiction" rather than a mere exhaustion requirement if § 1821(d)(13)(D) were to have broader reach than the administrative claims procedures. National Union, 28 F.3d at 387 n. 12.

B.

Hudson's second statutory construction argument is that because this action involves the receiver's repudiation of a contract, it falls within § 1821(e) rather than § 1821(d). We will consider this issue even though Hudson did not present it to the district court. Merican, Inc. v. Caterpillar Tractor Co., 713 F.2d 958, 962 n. 7 (3d Cir. 1983), cert. denied, 465 U.S. 1024, 104 S.Ct. 1278, 79 L.Ed.2d 682 (1984) (on interlocutory appeal, court can consider all grounds which might require reversal).

In arguing this point in its brief, Hudson relied almost entirely on Heno v. FDIC, 996 F.2d 429 (1st Cir. 1993) (" Heno I"), withdrawn and superseded by 20 F.3d 1204 (1994) (" Heno II"). By the time of oral argument, the Court of Appeals for the First Circuit had withdrawn Heno I and replaced it with Heno II. At oral argument, counsel for Hudson announced that it still wished to rely on the reasoning of Heno I.

Heno had an executory contract with a bank that failed. Although it had notice of the FDIC's appointment as receiver before the expiration of the time for filing claims under § 1821(d), it had no claim until after the bar date because the FDIC had not yet repudiated the contract and so it remained executory. Therefore, Heno had no claim to file and no claim subject to administrative review. Absent prior administrative review, the court lacked jurisdiction to hear Heno's claim. 12 U.S.C. § 1821(d)(13)(D). Heno had sent the FDIC two post-bar date letters requesting that the FDIC inform Heno of its position on the contract. Under § 1821(d), however, the letters could not provide the court with jurisdiction because Heno had not filed a claim before the bar date. In Heno I, the court of appeals reasoned Congress did not intend the administrative review procedures established under § 1821(d) to apply to preclude judicial review of post-receivership claims arising after the 90-day filing period. 12 U.S.C. § 1821(d)(3)(B). Instead, the "reasonable period" time bar of 12 U.S.C. § 1821(e)(2) would govern Heno's claim. Heno II, 20 F.3d at 1208 (discussing Heno I).

The court of appeals withdrew Heno I after realizing that Heno's claim was in fact not barred under § 1821(d) once the FDIC's internal agency manual procedures for processing such post-bar date claims were properly applied. The FDIC, in its petition for rehearing and then at reargument, represented that if it had considered Heno's claims as contract repudiation claims, Heno's letters would have been sufficient under its internal procedures to avoid the time bar. Id. This implied that the FDIC would allow administrative review and thereby remove the bar to judicial review. Under those circumstances, the court did not find it necessary to treat Heno's contract claim against the receiver under § 1821(e) and went on to consider the parties' arguments under § 1821(d). Id. The internal agency manual procedures persuaded the court of appeals that resort to the application of § 1821(e) in breach of contract actions against the receiver was not routinely necessary to avoid an irrational result. See id. at 1210-14 (setting forth the internal manual procedures in an appendix to the opinion).

In the present case, § 1821(d) will not apply to bar judicial review because of untimely filing for administrative review. Hudson's claim has already been subjected to administrative review and the district court had jurisdiction over it. Nevertheless, Hudson argues that § 1821(d) is generally inappropriate for breach of contract actions, relying on the reasoning of Heno I. Insofar as the rationale of Heno I depended on the agency's refusal to review Heno's claim, Hudson's argument must fail as no such agency refusal occurred here. If Hudson's argument is based on the notion that Heno I made the more general statement that contract claims against the receiver are not subject to administrative review, it is inconsistent with Heno II and also with our opinion in Rosa, in which we held that all claims for monetary relief arising out of the receiver's alleged breach of a contract were subject to the administrative review procedures of § 1821(d). Rosa, 938 F.2d at 392-93. Furthermore, we find unconvincing the other case on which Hudson relies, Homeland Stores, Inc. v. Resolution Trust Corp., 17 F.3d 1269, 1275 (10th Cir.), cert. denied, ___ U.S. ___, 115 S.Ct. 317, 130 L.Ed.2d 279 (1994), which explicitly differs from Rosa on this point.

C.

Finally, Hudson contends the application of the time constraints imposed by 12 U.S.C. § 1821(d)(6)(A), combined with the time bar contained in § 1821(d)(3)(B) (which sets the cut-off date for claims submitted to administrative review), could in some cases raise significant constitutional problems of improper delegation of authority, denial of due process, and taking under the Fifth Amendment. Hudson maintains this could result where the receiver causes injury to a party, giving rise to a cause of action after the date has passed by which creditors were to bring their claims under 12 U.S.C. § 1821(d)(3)(B). The receiver, which has discretion to hear some late claims under 12 U.S.C. § 1821(d)(5)(C), could exercise its discretion against hearing the claim. This failure to go through the administrative review procedure would in turn create a bar to judicial review under § 1821(d)(13)(D). Rosa v. Resolution Trust Corp., 938 F.2d 383, 391-92 (3d Cir.), cert. denied, 502 U.S. 981, 112 S.Ct. 582, 116 L.Ed.2d 608 (1991). A plaintiff whose claim the receiver had declined to review as untimely would therefore be left with no remedy for the alleged wrong.

We recently recognized that due process might be violated where a party that had no reasonable opportunity to submit a claim for administrative review had its claim barred from judicial review. National Union Fire Ins. Co. v. City Sav., F.S.B., 28 F.3d 376, 389-90 n. 16 (3d Cir. 1994). Hudson argues that to prevent the possibility of this unconstitutional result each claim arising from the acts or omissions of the receiver must proceed not under 12 U.S.C. § 1821(d)(6)(A), but instead under § 1821(d)(5)(C), which treats disallowance of claims filed after the end of the filing period. The time constraint in § 1821(d)(6)(A) for filing for administrative review of claims against the receiver would then not apply to the claims, not would the venue provision. Hudson would also have us read the permissive language of § 1821(d)(5)(C) as mandatory. See FDIC v. diStefano, 839 F. Supp. 110, 118 (D.R.I. 1993) (reading the "may" in § 1821(d)(5)(C) as "must"); Scott v. Resolution Trust Corp. (In re Scott), 157 B.R. 297, 318 (Bankr.W.D.Tex. 1993) (same), withdrawn, 162 B.R. 1004 (Bankr.W.D.Tex. 1994). This, Hudson states, would relieve the due process concerns raised by the FDIC having discretion not to hear certain claims, which, if exercised, could operate to bar jurisdiction in the courts.

Hudson reads the due process requirements too broadly. We did not suggest in National Union or elsewhere that due process mandates two separate claims procedures. Rather, we stated that where the jurisdictional bar contained in § 1821(d)(13)(D) could not constitutionally be applied, a court would have jurisdiction over the claim. National Union, 28 F.3d at 389-90 n. 16, 393 n. 22. Where the statute does not otherwise direct or suggest the recognition of two separate claims procedures, we decline to apply the jurisdictional bar where it would yield an unconstitutional result. A single claims procedure is more consistent with our decision in Rosa, which held that claims against the receiver, as well as claims against the failed institution, were subject to the "statutory exhaustion requirement" of administrative review before the courts had jurisdiction over them. 938 F.2d at 392-93. Thus, it would appear there is no constitutional infirmity. But we need not decide that here. The possibility of a jurisdictional bar does not arise under the facts of this case because the administrative review process was completed.

III.

For the reasons set forth, the judgment of the district court will be affirmed.