Cmc heartland partners liquidating trust

C., New York, NY, of counsel), for Appellants Andrea Gal, Paul Lazare, Norman Halper as co-executor of the Estate of Paul Lazare and Oliver Lazare as co-executor of the Estate of Paul Lazare. For the following reasons, we agree with the District Court's affirmance of the decision of the Bankruptcy Court to deny enforcement of the Final Decree as to the CERCLA claims. The Penn Central court held that:it was not until the passage of CERCLA that a legal relationship was created between the petitioners and [the debtor] relevant to the petitioners' potential causes of action such that an interest could flow․Here, because CERCLA had not yet been enacted, the petitioners lacked this cause of action against [the debtor] prior to the Consummation Date.944 F.2d at 168. Claims under CERCLA “simply did not exist” before CERCLA's enactment on December 11, 1980. Duplan filed its petition on August 31, 1976, and the Oil Companies' CERCLA claims against Duplan arose at the earliest on December 11, 1980. In such a case, any creditor whose claim arose prior to the filing of the petition, but who did not bother to file a proof of claim, or who filed a proof of claim disallowed by the court, would avoid discharge of its claim. Any claim that arose during the reorganization, i.e., after the filing of the petition and before the reorganization was complete, in the ordinary course of Duplan's (or Panex's) business, is an Administrative Claim under the Plan. A common law basis for claims of strict liability and equitable disgorgement, however, existed long before the petition was filed and thus are not covered by the lower courts' analyses of the CERCLA claims. Accordingly, we vacate the District Court's affirmance of the Bankruptcy Court's denial of relief and remand for further proceedings. CONCLUSIONFor the foregoing reasons, we affirm the District Court insofar as it held that the Oil Companies' CERCLA claims were not discharged in Duplan's bankruptcy proceeding, and denied the motion to enforce the permanent injunction in the Final Decree as to those claims. 2549, 2683 (providing that prior law and procedures apply to cases initiated before the effective date of the Bankruptcy Code, October 1, 1979). The Virgin Islands District Court also dismissed the Oil Companies' RCRA claims against the other appellants for failure to state a claim because section 6972(b)(2)(B)(iv) specifically prohibited the Oil Companies from bringing the claims. Case law under the Act regarding when a claim arises is sparse.

Although appellants also asserted that the RCRA and common law claims against them were discharged in bankruptcy, the Bankruptcy Court denied the motion without specifically addressing the RCRA or common law claims. In Penn Central, the release or threatened release of hazardous substances by the debtor occurred before and during the bankruptcy proceeding, but CERCLA was not enacted until after the consummation date. R.), 3 F.3d 200, 201 (7th Cir.1993) ( “[CERCLA] ․ seek[s] to protect public health and the environment by facilitating the cleanup of environmental contamination and imposing costs on the parties responsible for the pollution.”). If the plan included all of the required provisions; was fair, equitable, and feasible; and did not include provisions inconsistent with Chapter X, the judge was required to confirm the plan. Furthermore, the Bankruptcy Court's interpretation of the effect of the Plan's definition of “Claim” on the Discharge is “inconsistent with the provisions of [Chapter X].” 11 U. According to the Bankruptcy Court's analysis of the Plan's effect on the Discharge, the only claims that would have been discharged in the Final Decree were those (1) that arose prior to the filing of the petition, (2) for which a proof of claim was filed before the Bar Date, and (3) that the court ultimately allowed. Nonetheless, the Bankruptcy Court correctly interpreted the Final Decree and Plan to specifically except from discharge and permanent injunction all Administrative Claims. The Virgin Islands District Court has already dismissed the Oil Companies' RCRA claims for this very reason. The District Court affirmed without discussing the non-CERCLA claims. These disputed material facts preclude this Court from determining when the Oil Companies' common law claims arose and therefore, whether they are discharged. The Oil Companies remain free to reassert these claims in any district court that has personal jurisdiction. It did not dismiss the CERCLA claims or the common law claims for strict liability and equitable disgorgement. Chateaugay II arose under the Bankruptcy Code, not the Act.

Duffy, Judge), where the court appointed a reorganization trustee and established July 10, 1979 as the last day to file proofs of claims against the Duplan estate (the “Bar Date”). Rather, CERCLA created a new scheme of liability geared toward cleaning-up contaminated property as quickly as possible.

cmc heartland partners liquidating trust-58cmc heartland partners liquidating trust-83

Before: Mc LAUGHLIN, PARKER, and SOTOMAYOR, Circuit Judges. The case then was transferred to the United States District Court for the Southern District of New York (Kevin T. United States Dep't of the Interior, 880 F.2d 432, 459-61 (D. Cir.1989) (concluding that CERCLA does not cover damages to private property). On December 12, 1979, the reorganization trustee sold the Laga Facility to a New York partnership consisting of Gal and Lazare. A claim will be deemed pre-petition when it arises out of a relationship recognized in, for example the law of contracts or torts. In determining whether the claim existed pre-petition, the Court analyzed the relationship of the parties and found that the obligations under the Coal Act were exclusively statutory in origin, newly imposed, and could not be considered payment for pre-petition labor or a revival of old contractual obligations. After noting that the claims “simply did not exist” before the enactment of the Coal Act, the Court held:“[W]here there is no legal relationship defined at the time of petition,” that is, where the statute imposing the liability has not been enacted, “it would be impossible to find even the remotest ‘right to payment.’ ” Therefore, LTV's Coal Act obligations do not represent pre-petition claims that must be disallowed as untimely. In 1981, Laga was dissolved for failure to pay corporate franchise taxes. A claim exists only if before the filing of the bankruptcy petition, the relationship between the debtor and the creditor contained all of the elements necessary to give rise to a legal obligation ․ under the relevant non-bankruptcy law. Adler, Mc Carter & English, Newark, NJ, of counsel), for Appellants Firmanco Associates, First Manhattan Co. We also conclude that further factual development is needed on the common law claims. Duplan's Bankruptcy Before declaring bankruptcy, Duplan was a publically traded Delaware corporation engaged in the textile industry. (“Laga”), a Virgin Islands corporation that operated a textile manufacturing facility in Tutu, St. After the acquisition, the former owners of Laga, appellants Gal and Lazare, became officers of Duplan. As the District Court observed, “[t]here is nothing in Chateaugay II that indicates that its principle should not be applied in the environmental context.” In re Duplan, 229 B. Just as the Coal Act did not codify existing obligations arising out of the pre-petition labor of former coal miners, see Chateaugay II, 53 F.3d at 497 (“[T]he existence of a prior contractual liability for retiree health benefits ․ does not render pre-petition the later statutory imposition of retiree health care obligations by Congress.”) (citation omitted), CERCLA did not codify existing liability for property damage, contribution and restitution, see Bedford Affiliates v. A common law claim for damages to property from contamination arises when “[a]ll of the physical events required to establish the elements of ․ such claims occurred.” Texaco, Inc. We vacate the denial of relief on the Oil Companies' common law claims and remand for further proceedings consistent with this opinion. Paul Lazare and his Estate will be referred to as “Lazare.”2. The Confirmation Order states in pertinent part: In order to implement the Plan, all creditors and stockholders of Duplan and all other persons, firms, corporations and other entities be, and they hereby are, permanently enjoined and restrained from asserting, in any manner, any claims against [Panex] or [Panex's] properties and from commencing or continuing any court or other proceeding against [Panex] or [Panex's] properties based on any Claim. The Discharge provided: The Duplan Corporation (now known as Panex Industries, Inc.), and Duplan Fabrics, Inc., debtors (the “Debtors”) be and they hereby are discharged from all of their debts and liabilities, and all rights and interests of creditors of the Debtors and of stockholders of the Reorganized Corporation be and they hereby are terminated, except as provided herein or in the Plan. We note that this Court's recent decision in Olin Corp. In Olin, the parties signed a pre-petition indemnification agreement whereby the debtor agreed to indemnify Olin for liabilities later incurred. Olin thereafter requested indemnification from the debtor pursuant to the indemnification agreement. at 129-30 (citing, inter alia, Chateaugay II, 53 F.3d at 497).10. We conclude that the RCRA claims fail as a matter of law and affirm the denial of enforcement as to the RCRA claims. Moreover, CERCLA, like the Coal Act, created new and unique obligations arising out of previous conduct. The Oil Companies' CERCLA claims therefore arose post-petition. The Oil Companies' CERCLA claims Were Not Discharged In Duplan's Bankruptcy Proceeding Appellants also assert that even if we conclude, as we have, that the CERCLA claims arose post-petition, the claims were discharged by virtue of having arisen prior to the issuance of the Final Decree. Under the Act, the drafters of a plan of reorganization were required to include certain provisions, but were otherwise left to their own discretion in including “any other appropriate provisions not inconsistent with the provisions of this chapter.” 11 U. This interpretation directly undermines the statutorily required binding effect of the Plan and Final Decree on all creditors regardless of whether they accept the Plan, file proofs of their claims, or succeed in getting their claims scheduled or allowed. Any of the Oil Companies' claims that arose during the reorganization arose out of Duplan's prior and continuing business activities and is therefore an Administrative Claim under the Plan. The issue here is whether the particular common law claims asserted by the Oil Companies arose pre- or post-petition. We affirm the denial of relief on the RCRA claims for the reasons stated herein. On June 9, 1999, this Court granted the unopposed motion to substitute Norman Halper and Oliver Lazare as coexecutors of the Estate of Paul Lazare. Unless otherwise noted, all references to Title 11 of the United States Code are references to the Act.3. Case law under the Bankruptcy Code, however, is persuasive because the definition of claim under the Code is similar to the definition of claim under the Act to the extent that both “require[ ] a legal ‘right’ to be in existence at the time of the filing.” Chateaugay II, 53 F.3d at 497.9. (In re Manville Forest Products Corp.), 209 F.3d 125 (2d Cir.2000), is not to the contrary. After confirmation of the Plan, a statute was enacted creating liability on the part of Olin for the clean-up of contaminated property. The Court held that Olin's claims under the indemnification agreement arose pre-petition because “Olin brought a contract cause of action based on a pre-petition contract, not a statutory claim for indemnification under a statute enacted [after] confirmation.” Id. The Court specifically distinguished “cases which held that a claim flowing directly from a statute enacted post-petition is not discharged by confirmation even if based upon pre-petition acts.” Id.On September 12, 1985, Panex created a liquidating trust, funded in the amount of six million dollars to cover any contingent claims against Panex. Goldman argued that the Final Decree discharged the Oil Companies' claims and enjoined them from further pursuing those claims against Panex, and a fortiori against Goldman. The Bankruptcy Court also determined that the Permanent Injunction was coextensive with the Discharge, and thus did not enjoin the Oil Companies from pursuing their undischarged CERCLA claims. Instead, the Bankruptcy Court:found that the claims by the Oil Companies against Goldman and the intervening parties in the Virgin Islands Court were not discharged by the Final Decree because [the claims] did not come into existence until after the filing of Duplan's petition and after the last day to file claims against the estate. The shareholder-distributees were notified that the distributions to them were subject to recall if the Panex Trust proved insufficient to cover Panex's liabilities. In July 1987, in the absence of any significant claims, the Panex Trust distributed ,850,000 from the Panex Trust to former Panex shareholders on a pro rata basis. The Tutu, Virgin Islands Contamination Litigation In 1987, the Environmental Protection Agency (the “EPA”) found that the property adjacent to the Laga Facility (the “Tutu Site”) was contaminated with, inter alia, oil byproducts and perchloroethylene (“PCE”). The First Manhattan Appellants, the Panex Trust, Gal and Lazare joined in the motion. Appellants filed separate Notices of Appeal from the Bankruptcy Court's Order denying the motion, and the appeals were consolidated before the District Court. The Final Decree provided for a general discharge of the Debtors' debts and liabilities (the “Discharge”) and permanently enjoined all persons having claims against the Debtors from pursuing or commencing any suit against the Debtors, Panex or any party with an interest in the Debtors or Panex (the “Permanent Injunction”). Both the Discharge and the Permanent Injunction were subject to the other provisions in the Final Decree, and to the provisions in the Plan or the Confirmation Order. DISCUSSIONAppellants assert that the Oil Companies' claims against them as distributees of the assets of Panex (formerly Duplan) were discharged in Duplan's bankruptcy proceeding. Under the Plan, Duplan/Panex expressly assumed Administrative Claims for payment in the ordinary course of business. Pursuant to the confirmed Plan, Laga was formally dissolved, and creditors of Duplan received cash and new shares of stock in the reorganized company (now called Panex) in partial satisfaction of their claims against the Debtors. The Bankruptcy Court's findings of fact are reviewed for clear error and its conclusions of law are reviewed de novo. Goldman, First Manhattan, Gal, and Lazare were among the creditors of Duplan that received shares of Panex Stock. See In re Colony Hill Assoc., 111 F.3d 269, 273 (2d Cir.1997).

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