Justia U.S. 2nd Circuit Court of Appeals Opinion SummariesArticles Posted in Bankruptcy
Lehman Brothers Special Financing Inc. v. Bank of America N.A.
The Second Circuit affirmed the district court's judgment affirming the bankruptcy court's grant of defendants' motion to dismiss in an action arising out of the Chapter 11 bankruptcy of Lehman Brothers Holdings Inc. The bankruptcy court held that, in the context of synthetic collateralized debt obligations, certain "Priority Provisions" that subordinated LBSF's payment priority to claims of the Noteholder defendants are enforceable by virtue of section 560 of the Bankruptcy Code, which exempts "swap agreements" from the Code's prohibition of "ipso facto clauses."Like the district court, the court held that, even if the Priority Provisions were ipso facto clauses, their enforcement was nevertheless permissible under the section 560 safe harbor. The court explained that the Priority Provisions are incorporated by reference into the swap agreements and thus, for the purposes of section 560, are considered to be part of a swap agreement; the contractual right to liquidate included distributions made pursuant to Noteholder priority; the Trustees exercised a contractual right to effect liquidation when they distributed the proceeds of the sold Collateral; and, in doing so, the Trustees exercised the rights of a swap participant. Because the Priority of Payments clauses are enforceable under the Code, the court held that LBSF's state-law claims also fail. Finally, the district court and bankruptcy court correctly concluded that LBSF is not entitled to declaratory relief. View "Lehman Brothers Special Financing Inc. v. Bank of America N.A." on Justia Law
In Re: 21st Century Oncology Holdings, Inc.
The Second Circuit affirmed the bankruptcy court's order capping appellant's claim for certain incentive payments promised by his former employer pursuant to 11 U.S.C. 502(b)(7), which limits employee claims for damages "resulting from the termination of an employment contract."The court held that appellant's right to receive the payments was accelerated as a result of his termination, and thus section 502(b)(7) applied to his claim. In this case, pursuant to appellant's contract, portions of the incentive bonuses were not in fact due prior to termination, but were accelerated as the contract expressly provides. Therefore, the court held that the plain language of section 502(b)(7) requires that the court apply it to cap appellant's claim for accelerated payments. View "In Re: 21st Century Oncology Holdings, Inc." on Justia Law
Belton v. GE Capital Retail Bank
Violation of a bankruptcy court discharge order is not an arbitrable dispute. The Second Circuit affirmed the district court's order denying appellants' motions to compel arbitration of a dispute with two debtors who previously held credit card accounts managed by appellants. Appellants argued that debtors were obliged to arbitrate the dispute concerning whether appellants violated the bankruptcy court's discharge orders when they failed to correct the status of debtors' credit card debt on their credit reports.Though the text and history of the Bankruptcy Code are ambiguous as to whether Congress intended to displace the Federal Arbitration Act in this context, the court held that circuit precedent is clear that the two statutes are in inherent conflict on this issue. In Anderson v. Credit One Bank, N.A., 884 F.3d 382 (2d Cir.), cert. denied, 139 S. Ct. 144 (2018), the court refused to enforce the parties' arbitration agreement, finding that Congress did not intend for disputes over the violation of a discharge order to be arbitrable. View "Belton v. GE Capital Retail Bank" on Justia Law
In re Motors Liquidation Co. (Pillars)
The Second Circuit affirmed the district court's decision vacating the bankruptcy court's determination concerning whether General Motors assumed liability, through a judicial admission, for claims like appellant's. Appellant filed a wrongful death lawsuit against New GM after his wife was involved in an accident that left her incapacitated. She was driving a 2004 Pontiac Grand Am, a vehicle manufactured by Old GM, which allegedly had a faulty ignition switch.The Second Circuit held that for a statement to constitute a judicial admission, it must be intentional, clear, and unambiguous. In this case, the court held that the inadvertent inclusion of language from an outdated, non-operative version of a sale agreement was not intentional, clear, and unambiguous, and thus was not a judicial admission. Therefore, General Motors was not bound by the language. View "In re Motors Liquidation Co. (Pillars)" on Justia Law
In re: Tribune Company Fraudulent Conveyance Litigation
Representatives of certain unsecured creditors of the Chapter 11 debtor Tribune Company appealed the district court's grant of a motion to dismiss their state law, constructive fraudulent conveyance claims brought against Tribune's former shareholders. The district court held that appellants lacked statutory standing under the Bankruptcy Code.The Second Circuit affirmed the dismissal of appellants' state law, constructive fraudulent conveyance claims on preemption grounds rather than standing grounds. The court held that appellants were not barred by the Bankruptcy Code's automatic stay provision from bringing claims while avoidance proceedings against the same transfers brought by a party exercising the powers of a bankruptcy trustee on an intentional fraud theory are ongoing, because appellants have been freed from its restrictions by orders of the bankruptcy court and by debtors' confirmed reorganization plan. However, the court held that appellants' claims were preempted by section 546(e) of the Bankruptcy Code, because this section shields certain transactions from a bankruptcy trustee's avoidance powers, including, inter alia, transfers by or to a financial institution in connection with a securities contract, except through an intentional fraudulent conveyance claim. View "In re: Tribune Company Fraudulent Conveyance Litigation" on Justia Law
In re Motors Liquidation Co.
This case arose out of the 2009 bankruptcy of Old GM, which resulted in a sale under 11 U.S.C. 363 of the bulk of its assets to a new entity that has continued the business (the new General Motors). The New General Motors assumed the liability of Old GM with respect to post‐Sale accidents involving automobiles manufactured by Old GM. The claims assumed included those by persons who did not transact business with Old GM, such as individuals who never owned Old GM vehicles and persons who bought Old GM cars after the Sale. At issue was whether the New General Motors was liable for punitive damages with respect to such claims.The Second Circuit held that the new General Motors did not contractually assume liability for punitive damages in its predecessor's bankruptcy sale, and thus the Post-Closing Accident Plaintiffs may not assert claims for punitive damages based on the predecessor's conduct. Accordingly, the court affirmed the district court's decision affirming the bankruptcy court's decision on the issue of punitive damages. View "In re Motors Liquidation Co." on Justia Law
In re: Alba Sanchez
The Second Circuit affirmed the district court's orders affirming the bankruptcy court's award of monetary sanctions pursuant to its inherent power. Appellant filed a Chapter 7 petition in bankruptcy court for his client but ultimately failed to prosecute the case. The bankruptcy court then issued multiple orders to show cause, which appellant failed to comply with, and then the bankruptcy court ultimately sanctioned him.The court held, as a matter of first impression, that bankruptcy courts possess inherent power to sanction attorneys in appropriate circumstances. In this case, appellant's challenges to the bankruptcy court's exercise of that power failed for the reasons set forth in a separately-filed summary order. View "In re: Alba Sanchez" on Justia Law
In re: Stuart Scott Snyder
Debtors appealed the district court's decision affirming the bankruptcy court's order deeming nondischargeable a prior default judgment against debtors in favor of plaintiffs in the Eastern District Judgment. The lower courts had relied in part on the preclusive effect of the Eastern District Judgment, which arose from a dispute between the families regarding two real estate projects.While a default judgment generally lacks preclusive effect because the underlying merits of the case are not actually litigated, the Second Circuit held that where, as here, the default judgment is entered as a sanction, it may be afforded preclusive effect. The court also held that the lower courts erred in treating the Eastern District Judgment as a whole, rather than analyzing each of the two underlying debts for nondischargeability separately. Accordingly, the court affirmed in part, vacated in part, and remanded in part. View "In re: Stuart Scott Snyder" on Justia Law
In re: Alice Phillips Belmonte
The Second Circuit affirmed the district court's decision affirming the bankruptcy court's order requiring the law firm to remit $59,432 to the trustee of debtor's bankruptcy estate. The amount the law firm was ordered to remit was part of the proceeds of an unauthorized post-petition transfer by the debtor of the estate's property. The court held that the trustee's recovery of a portion of the Thompson Loan from the law firm did not constitute a double recovery in violation of 11 U.S.C. 550(d). View "In re: Alice Phillips Belmonte" on Justia Law
Ashmore v. CGI Group
Plaintiff filed a whistleblower action under Section 806 of the Sarbanes-Oxley Act against CGI, alleging that he was unlawfully fired in retaliation for his complaints about and objections to an allegedly fraudulent scheme developed by CGI's executives. The district court held that the Sarbanes-Oxley claim survived summary judgment, but later dismissed plaintiff for lack of standing due to his parallel bankruptcy proceeding. After the bankruptcy case closed, plaintiff moved to be substituted in as the proper party-in-interest. The district court granted plaintiff's motion and then dismissed the case on grounds of judicial estoppel.The Second Circuit held that the district court exceeded its discretion by invoking the judicial estoppel doctrine. The court held that where, as here, a pro se debtor has listed his pending litigation on the Statement of Financial Affairs (SOFA), rather than the Schedule B as it was constituted at the time of plaintiff's filing, and then disclosed it to the trustee and the bankruptcy court prior to discharge of his debt, and the trustee and the bankruptcy court were on sufficient notice to take steps to protect the creditors' interests, the debtor is not estopped from pursuing that litigation by virtue of the doctrine of judicial estoppel. The court explained that, for estoppel to apply, there must be greater indicia than presented here of an intent to deceive the court for the debtor's benefit. Accordingly, the court vacated the judgment and remanded for further proceedings.The court affirmed the district court's grant of partial summary judgment to CGI on the state-law breach of contract claim, holding that the dismissal order was rendered moot by virtue of later developments. View "Ashmore v. CGI Group" on Justia Law