A.Z. Holdings Corp. v. Moody (In re Jeannette Corp.)

130 B.R. 460, 1991 Bankr. LEXIS 1157
CourtDistrict Court, W.D. Pennsylvania
DecidedAugust 16, 1991
DocketBankruptcy No. 82-3265-BM; Adv. No. 90-0552-BM
StatusPublished

This text of 130 B.R. 460 (A.Z. Holdings Corp. v. Moody (In re Jeannette Corp.)) is published on Counsel Stack Legal Research, covering District Court, W.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
A.Z. Holdings Corp. v. Moody (In re Jeannette Corp.), 130 B.R. 460, 1991 Bankr. LEXIS 1157 (W.D. Pa. 1991).

Opinion

MEMORANDUM OPINION

BERNARD MARKOYITZ, Bankruptcy Judge.

Plaintiff A.Z. Holdings Corporation (hereinafter “AZ”) seeks an Order directing the trustee to turn over to it accounts receivable, refunds, all or a portion of the proceeds of the settlement of a claim filed by debtor in another bankruptcy proceeding, and shares of stock allegedly held by the trustee.

AZ asserts that these items are included among debtor’s assets which it purchased from the trustee in this bankruptcy proceeding. The trustee concedes that the accounts receivable are included among the assets purchased by AZ but resists turnover of other items.

The trustee will be directed, in accordance with the reasoning set forth below, to turn over to AZ all accounts receivable in his possession, plus interest from the date(s) when said funds were received by the trustee. The trustee will not be directed to turn over the items designated “refunds”, as no credible testimony was offered proving that “refunds” were in fact “prepaid expenses” or “deposits”. In addition, the trustee will not be directed to turn over the proceeds of the settlement relating to the proof of claim or any shares of stock in his possession, as it appears clear to the court that the parties did not intend said items to be included in the original transaction.

—I—

FACTS

The trustee was appointed on July 27, 1983. The order of appointment directed him to:

... conduct a public sale of all of the Jeannette Glass Division assets, including but not limited to: real estate, leasehold interests, machinery, equipment, inventory, molds, dies, deposits, pre-paid expenses, accounts receivable, notes receivable due Jeannette Corporation and/or non operating subsidiaries, books, records, customer lists, trade marks and trade names....

Shortly after his appointment, the trustee filed a Complaint To Sell Property By Public Sale, Free And Clear Of Liens, Claims And Union Contracts. Paragraph 11 provided that the trustee would file with the court, prior to hearing on the Complaint, a property list which itemized and described the property to be sold. Paragraph 14 stated that, in general, the personal property to be sold consisted of: molds; machinery and equipment; inventory; trade receivables; notes receivable; motor vehicles; trademarks; copyrights; trade name; and “miscellaneous”.

Prior to hearing on the Complaint, the trustee filed a Property List with the court which itemized and described the property to be sold. The Property List also contained a category of property designated as “miscellaneous”, which provided as follows:

MISCELLANEOUS

None. However, the Trustee reserves the right to include additional property, of which he is now unaware, at the time of the sale. This additional property is not expected to be substantial.

Sale of debtor's assets for $2,350,000.00 was confirmed by the court on September 29, 1983. Confirmation was made subject [462]*462to the terms and conditions set forth in the Asset Purchase Agreement. The court took notice in Paragraph 1 of the Property List and found that it contained adequate disclosure of the nature and identity of the property being sold. The court took notice in Paragraph 5 of the Appendix to said Property List and found that it contained adequate disclosure of the particular property described in the Property List which, in fact, is not included in the sale....”

That same day, the trustee and the purchaser executed the Asset Purchase Agreement. Paragraph 2.b provided that the trustee would, on the date of closing, transfer all of the trustee’s right, title, and interest to the following personal property:

Personal Property. All the following personal property of the Jeannette Glass Division, as more fully identified in the Property List ...: Molds, Machinery and Production Equipment, Office Furniture and Equipment, Inventory, Trade Receivables, Notes Receivable, Motor Vehicles, Trademarks, Copyrights, Trade Name and Miscellaneous.

The closing on the sale took place on November 3, 1983. The Bill of Sale executed by the trustee recited the various kinds of property being sold. Included were various molds, machinery and production equipment, office furniture and equipment, inventory, and:

(e) All other property of Seller as set forth in the Agreement, whether tangible or intangible, as located on or used in connection with the operation of the business of Jeannette Corporation, including but not limited to accounts receivable, notes receivable, patents, licenses, contracts, trademarks, goodwill and copyrights.

On April 30, 1984, debtor filed a claim in the amount of $14,000,000.00 against Royal China Company, a wholly-owned subsidiary of debtor, filed at Bankruptcy Case No. 83-1750. Of the total amount of the claim, $2,500,000.00 was based upon alleged unpaid advances by debtor to Royal China. The remaining $11,500,000.00 was based upon debtor’s alleged right to contribution with regard to a joint line of credit for which debtor and Royal China were co-obligors. The claim eventually was settled for $550,000.00.

Subsequent to the closing on November 3, 1983, the trustee received $45,900.61 in accounts receivable and $25,088.57 in various refunds.

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ANALYSIS

It is a cardinal rule of contract construction that the intention of the parties at the time a contract is entered into is controlling. Ress v. Barent, 378 Pa.Super. 397, 548 A.2d 1259, 1262 (1988). The intention of the parties is to be ascertained from the entire agreement, taking into consideration surrounding circumstances. LaGare, Inc. v. Brookhaven Residential Sales, Inc., 337 Pa.Super. 478, 487 A.2d 360, 362 (1985). The court is required to adopt an interpretation which ascribes the most reasonable, probable, and natural conduct to the parties. Walton v. Phila. National Bank, 376 Pa.Super. 329, 545 A.2d 1383, 1388 (1988).

A.) Accounts Receivable.

AZ argues that it is entitled to $45,-900.61 in accounts receivable which the trasteé has recovered plus interest from the date(s) of their receipt by the trustee. The trustee has conceded that AZ is entitled to the funds.

AZ’s position is supported by the various documents described previously. The Property List, which itemized and described the property to be sold, included overdue trade receivables valued at $412,-560.05 as of August 7, 1983. The $45,-900.61 which AZ seeks to recover represents that portion of overdue receivables recovered by the trustee.

The trustee will be directed to turn these receivables over to AZ along with interest at the legal rate from the date(s) they were received by the trustee.

[463]*463B.) Refunds.

AZ argues that it is entitled to $25,-088.57 in refunds which the trustee has recovered plus interest from the date(s) of their receipt by the trustee.

It was determined previously at Adversary No. 90-027-BM that AZ was entitled to a boiler fuel refund under the terms of the Asset Purchase Agreement and Bill of Sale.

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Related

Walton v. Philadelphia National Bank
545 A.2d 1383 (Supreme Court of Pennsylvania, 1988)
Ress v. Barent
548 A.2d 1259 (Supreme Court of Pennsylvania, 1988)
LeGare, Inc. v. Brookhaven Residential Sales, Inc.
487 A.2d 360 (Supreme Court of Pennsylvania, 1985)

Cite This Page — Counsel Stack

Bluebook (online)
130 B.R. 460, 1991 Bankr. LEXIS 1157, Counsel Stack Legal Research, https://law.counselstack.com/opinion/az-holdings-corp-v-moody-in-re-jeannette-corp-pawd-1991.