Articles Posted in US Court of Appeals for the Third Circuit

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After initiating Chapter 11 bankruptcy proceedings, Debtors entered into an Agreement: NextEra would acquire Debtors’ 80% interest in Oncor, the largest electricity transmission and distribution system in Texas, for approximately $9.5 billion. The Agreement obligated Debtors to pay NextEra $275 million if NextEra did not ultimately acquire Debtors’ interest in Oncor and Debtors either sold to someone else or otherwise emerged from bankruptcy, with several exceptions. If the Public Utility Commission of Texas (PUCT) did not approve the merger, payment would not be triggered if the Agreement was “terminated . . . by [NextEra] . . . and the receipt of PUCT Approval (without the imposition of a Burdensome Condition) [wa]s the only condition . . . not satisfied or waived in accordance with this Agreement.” About a year after approving the Agreement, and after PUCT expressed concern about the condition, the bankruptcy court granted a motion for reconsideration and disallowed the Termination Fee in the event that the PUCT declines to approve the transaction and, as a result, the agreement is terminated, regardless of whether the Debtors or NextEra subsequently terminates the agreement. Were it not for that order, NextEra would be entitled to the $275 million. The Third Circuit affirmed, rejecting NextEra’s arguments that the motion was untimely and, alternatively, that the motion should have been denied on the merits because the termination fee provision, as originally drafted, was an allowable administrative expense under 11 U.S.C. 503(b). View "In re: Energy Future Holdings" on Justia Law

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Younge, an African-American man, was fired by WPHL, a Tribune television station. Younge claims WPHL subjected him to a hostile work environment because it scheduled him to train under a white co-worker who used racial epithets and that he was wrongfully terminated because of his race and/or color. Younge filed a complaint with the Pennsylvania Commission on Human Relations but chose to litigate in Bankruptcy Court after Tribune filed a Chapter 11 bankruptcy petition. That court disallowed his claims. In the district court, Younge challenged, for the first time, the Bankruptcy Court’s jurisdiction. The district court held he impliedly consented to jurisdiction and that the court correctly disallowed his claims. The Third Circuit affirmed. Younge voluntarily submitted to the Bankruptcy Court's jurisdiction: he filed a proof of claim, a response to Tribune’s objection, and a supplemental response, and appeared at a hearing. The Bankruptcy Court’s proceedings did not abridge his right to procedural due process, his right to a jury trial, or his right to counsel. The court rejected Younge’s Commerce Clause argument that the Bankruptcy Court’s local-counsel requirement inures to the disadvantage of out-of-state litigants. The lower courts correctly decided Younge’s hostile work environment claim. Younge did not prove respondeat superior liability. The record did not touch on WPHL’s knowledge of racial animus—a key facet of Younge’s claim-- and WPHL offered a legitimate, nondiscriminatory reason for his termination. Younge failed to demonstrate pretext. View "Tribune Media Co. v. Younge" on Justia Law

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Arctic, an income trust, filed for bankruptcy under Canada’s analog of Chapter 11 and received recognition under 11 U.S.C. 1521(a). Its bankruptcy Plan imposed few limits on the Monitor (trustee) and insulated Arctic and its officers from any claim related to the bankruptcy with limited exceptions. The Monitor sold Arctic’s assets and repaid creditors in full. On December 11, 2014, Arctic issued notices announcing that the shareholders as of December 18 would be entitled to the initial distribution without specifying how much Arctic would distribute or when. Arctic did not notify the Financial Industry Regulatory Authority (FINRA) of its plans. FINRA regulates distributions on the U.S. Over-the-Counter Market. Nor did the Plan refer to FINRA’s rules. Arctic’s share price held steady until January 22, 2015, although its shares no longer traded with the right to the dividend and should have lost value. Brodskis bought 12,600,000 Arctic shares on the Over-the-Counter Market. On January 21, the Monitor announced that the next day it would distribute a dividend of 15.5557 cents per share to shareholders as of December 18. Brodskis argue FINRA would have set a date of January 23, 2015, so their shares would have entitled them to the dividend. On January 23, Canadian and American regulators froze trading. When trading resumed, Arctic's share price plunged from 21 to 5 cents, reflecting the paid-out dividend. Brodskis sued Arctic. The Bankruptcy Court dismissed the complaint as barred by the releases and res judicata. The Third Circuit affirmed. Brodskis bought shares subject to the Plan’s terms, including terms that governed post-confirmation acts taken to carry out the Plan, and were on notice. View "In re: Arctic Glacier International, Inc." on Justia Law

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Plaintiffs suffer from asbestos disease as a result of exposure to Grace's Montana mining and processing operations and sought to hold Grace’s insurers (CNA), liable for negligence. CNA sought to enforce a third-party claims channeling injunction entered under Grace’s confirmed plan of reorganization to bar the claims. Bankruptcy Code section 524(g) allows an injunction that channels asbestos mass-tort liability to a trust set up to compensate persons injured by the debtor’s asbestos; channeling injunctions can also protect the interests of non-debtors, such as insurers. The Third Circuit rejected the Plaintiffs’ argument that the Plan and Settlement Agreement’s terms preserved all of CNA’s duties as a workers’ compensation insurer in order to avoid preempting the state’s workers’ compensation laws. The court then applied a three-part analysis: Section 524(g)(4)(A)(ii) allows injunctions to “bar any action directed against a third party who is identifiable . . . and is alleged to be directly or indirectly liable for the conduct of, claims against, or demands on the debtor [that] . . . arises by reason of one of four statutory relationships between the third party and the debtor.” CNA is identified in the Injunction, satisfying the first requirement. Analysis of the second factor requires review of the law to determine whether the third-party’s liability is wholly separate from the debtor’s liability or instead depends on it. The Bankruptcy Court must make that determination, and, with respect to the “statutory relationship” factor, should review the law and determine whether CNA’s provision of insurance to Grace is relevant legally to the Montana Claims. View "W.R. Grace & Co. v. Carr" on Justia Law

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In 2006, the Pennsylvania Gaming Control Board awarded a slot machine license to PEDP for a $50 million fee. The Board eventually revoked the license when PEDP failed to meet requirements. PEDP unsuccessfully appealed from the revocation in state courts. PEDP then filed a Chapter 11 bankruptcy petition and brought an adversary action against the Commonwealth alleging that the revocation was a fraudulent transfer under 11 U.S.C. 544 and 548 and under Pennsylvania law. Citing the Rooker-Feldman doctrine, the Bankruptcy Court concluded that it lacked jurisdiction over the fraudulent transfer claims because state courts had upheld the revocation. The district court affirmed. The Third Circuit reversed. State and federal courts can address the similar question of property interests; the Bankruptcy Court would not need to review the Commonwealth Court’s decision to reach a conclusion; the Rooker-Feldman doctrine did not bar the court from finding that there was a fraudulent transfer. The Trustee is not “complaining of an injury caused by the state-court judgment and seeking review and rejection of that judgment.” An award of damages for the revocation is not the functional equivalent of reinstating the license. The court did not express an opinion on the merits of the claim or on the possibility of issue preclusion. View "Philadelphia Entertainment and Development Partners, LP v. Commonwealth of Pennsylvania Department of Revenue" on Justia Law

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Pursuit, managed by its founders, Schepis and Canelas, created and was the general partner in two funds to “acquire securities for trading and investment appreciation.” They invested in offshore entities formed in the Cayman Islands. Pursuit voluntarily petitioned for Chapter 7 bankruptcy in 2014, after it became liable for legal judgments of $5 million. Pursuit listed no assets but indicated that it had a “[p]otential indemnification claim” against one of the funds it managed and claims connected to other cases. Financial statements revealed that Pursuit’s 2011 gross income, $645,571.22 from one fund, was transferred to Pursuit’s members in 2013. Creditors Group claimed Schepis and Canelas enriched themselves at the expense of creditors and sought avoidance, 11 U.S.C. 544, 547, 548. The Trustee obtained court approval of an agreement to “settle, transfer and assign” the avoidance claim and other potential claims. The Pursuit Parties objected, seeking to purchase the claims themselves. The Trustee sold the claims to Creditors Group for $180,001. The Bankruptcy Court approved the sale. The Pursuit Parties did not seek a stay. Creditors Group sued on the claims in the Bankruptcy Court. The Third Circuit affirmed the district court’s dismissal of an appeal as moot under 11 U.S.C. 363(m), because the Pursuit Parties the requested remedy, if entered, would affect the validity of the sale. View "In re: Pursuit Capital Management" on Justia Law

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Pursuit, managed by its founders, Schepis and Canelas, created and was the general partner in two funds to “acquire securities for trading and investment appreciation.” They invested in offshore entities formed in the Cayman Islands. Pursuit voluntarily petitioned for Chapter 7 bankruptcy in 2014, after it became liable for legal judgments of $5 million. Pursuit listed no assets but indicated that it had a “[p]otential indemnification claim” against one of the funds it managed and claims connected to other cases. Financial statements revealed that Pursuit’s 2011 gross income, $645,571.22 from one fund, was transferred to Pursuit’s members in 2013. Creditors Group claimed Schepis and Canelas enriched themselves at the expense of creditors and sought avoidance, 11 U.S.C. 544, 547, 548. The Trustee obtained court approval of an agreement to “settle, transfer and assign” the avoidance claim and other potential claims. The Pursuit Parties objected, seeking to purchase the claims themselves. The Trustee sold the claims to Creditors Group for $180,001. The Bankruptcy Court approved the sale. The Pursuit Parties did not seek a stay. Creditors Group sued on the claims in the Bankruptcy Court. The Third Circuit affirmed the district court’s dismissal of an appeal as moot under 11 U.S.C. 363(m), because the Pursuit Parties the requested remedy, if entered, would affect the validity of the sale. View "In re: Pursuit Capital Management" on Justia Law

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Represented by Folkenflik, Plaintiffs, victims of Bressman’s manipulation of stock prices, brought civil securities fraud and RICO claims against Bressman and others. Bressman filed for Chapter 11 bankruptcy. Plaintiffs then filed the adversary complaint. The civil securities fraud and RICO claims continued against Bressman’s co-defendants. In 1998, some of those claims were settled for $6,250,000. Folkenflik received the funds. The approved Settlement Agreement included a confidentiality order. Months later, Plaintiffs sought a default judgment against Bressman. Folkenflik submitted an affidavit that indicated that the damages totaled $5,195,081, provided a comprehensive account of the underlying proceedings, but did not mention the settlement. The bankruptcy court entered a default judgment against Bressman. Plaintiffs later sought RICO damages and attorneys’ fees, again not mentioning the settlement. The bankruptcy court entered a RICO judgment for treble damages: $15,585,243 plus $910,855.93 in attorneys’ fees. More than 10 years later, Folkenflik learned that Bressman might receive $10 million, and filed ex parte applications on behalf of Plaintiffs to appoint a receiver to search for and seize Bressman’s assets. Searches and seizures were executed. Flolkenflik did not disclose the settlement and made misleading representations to the courts and Bressman’s attorney. When the courts learned about the settlement, the orders were vacated and the seized materials returned. The bankruptcy court found that Folkenflik’s conduct constituted fraud on the court, vacated the default judgment, and dismissed the adversary complaint with prejudice. The Third Circuit affirmed. Bressman’s motion was not barred by laches. Folkenflik’s failure to disclose the settlement constituted intentional fraud. Even if he believed that the confidentiality order prohibited him from disclosing the existence of the Agreement, he could have so stated in his affidavit and asked the courts for guidance. View "In re: Bressman" on Justia Law

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J&S sought Chapter 7 bankruptcy protection. The estate's largest asset was an Altoona, Pennsylvania building, in which Phoenician previously operated a restaurant. Trustee Swope rejected Phoenician’s lease to facilitate the building's sale. Phoenician attempted to remove property from the closed restaurant; Swope objected. After learning that Phoenician had canceled its insurance and that heating could be an issue with anticipated frigid weather, Swope met with Phoenician’s principal, Obeid and a contractor. Obeid gave Swope a key to the premises; the contractor recommended that the thermostat be set to 60 degrees. Obeid did not do so, the pipes burst, and the property flooded. A disaster restoration company refused to work on the property. Swope asked for another meeting to assess the damage. Obeid demanded that the meeting be rescheduled and held without J&S's principal, Focht; Swope declined, tried to inspect the premises, and discovered the key Obeid had given her did not work. Focht then had the locks changed. Swope retained the only key and provided both parties with only “supervised access.” Phoenician unsuccessfully sought to regain possession. The court indicated that Swope was protected by the automatic stay, which precluded Phoenician from interfering with the property, and dismissed Phoenician’s suit against Swope under 42 U.S.C. 1983 for wrongful eviction, claiming Fourth and Fourteenth Amendment violations. The Third Circuit agreed that Swope was entitled to qualified immunity and took appropriate action to preserve the Estate Property without violating clearly-established law. View "J & S Properties, LLC v. Phoenician Meditteranean Villa, LLC" on Justia Law

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When Eclipse, a jet aircraft manufacturer, declared bankruptcy in November 2008, it reached an agreement to sell the company to its largest shareholder, ETIRC, which would have allowed Eclipse to continue its operations. The sale required significant funding from VEB, a state-owned Russian Bank. The funding never materialized. For a month, Eclipse waited for the deal to go through with almost daily assurances that the funding was imminent. Delays were attributed to Prime Minister Putin needing “to think about it.” Eventually, Eclipse was forced to cease operations and notify its workers that a prior furlough had been converted into a layoff. Eclipse’s employees filed a class action complaint as an adversary proceeding in the Bankruptcy Court alleging that Eclipse’s failure to give them 60 days’ notice before the layoff violated the Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. 2101-2109, and asserting that Eclipse could invoke neither the Act’s “faltering company” exception nor its “unforeseeable business circumstances” exception. The Bankruptcy Court rejected the employees’ claims on summary judgment, holding that the “unforeseeable business circumstances” exception barred WARN Act liability. The district court and Third Circuit affirmed. Eclipse demonstrated that its closing was not probable until the day that it occurred. View "In re: AE Liquidation, Inc." on Justia Law