Brandt v. Charter Airlines, LLC (In re Equipment Acquisition Resources, Inc.)

511 B.R. 527
CourtUnited States Bankruptcy Court, N.D. Illinois
DecidedJune 18, 2014
DocketBankruptcy No. 09 B 39937; Adversary No. 11 A 02110
StatusPublished
Cited by8 cases

This text of 511 B.R. 527 (Brandt v. Charter Airlines, LLC (In re Equipment Acquisition Resources, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Brandt v. Charter Airlines, LLC (In re Equipment Acquisition Resources, Inc.), 511 B.R. 527 (Ill. 2014).

Opinion

PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW

DONALD R. CASSLING, Bankruptcy Judge.

This matter comes before the Court on the cross motions of plaintiff William A. Brandt, Jr., not individually but solely in his capacity as Plan Administrator (the “Plan Administrator”) for the Debtor, Equipment Acquisition Resources, Inc. (“EAR”), and defendant Charter Airlines, LLC (“Charter Airlines”) for summary judgment under Federal Rule of Bankruptcy Procedure 7056.

EAR purported to be a market maker in the semiconductor manufacturing equipment sales and servicing industry. The parties agree that between “at least 2007 until October 8, 2009, [EAR] engaged in a massive fraud by which it sold equipment at inflated prices and leased the equipment back from various lenders. [EAR] misrepresented the value of the equipment, and pledged certain equipment multiple times to secure financing. During this period of time, one or more of the officer, director, and shareholders of [EAR] knew that [EAR] was engaged in the fraud.” (Compl. at ¶ 8.)

The Plan Administrator does not argue that Charter Airlines was involved in any of this fraudulent conduct by EAR. Instead, he argues that EAR made avoidable fraudulent conveyances to Charter Airlines by paying it for flights allegedly taken by EAR’S officers purely for personal pleasure, not as business trips taken on EA R’s behalf. Eschewing commercial flights, EAR officers Sheldon Player (“Mr. Player”), Mark Anstett (“Mr. Anstett”), and Donna Malone (“Ms. Malone”) flew on Charter Airlines private jets to destinations including Las Vegas, Nevada, and Jackson Hole, Wyoming, for which EAR ultimately paid Charter Airlines $161,500.

Charter Airlines argues that the EAR officers in fact conducted EAR business on these trips. Significantly, Charter Airlines also argues that, even if the Plan Administrator were able to establish that those officers took the trips solely for personal [531]*531pleasure, Charter Airlines would still be entitled to summary judgment in its favor under 11 U.S.C. § 548(c) because it accepted payment for the trips from EAR in good faith and in exchange for value.

For the reasons stated below, the Court finds that the Plan Administrator has failed to establish that it is entitled to summary judgment because a key material fact remains disputed — whether EAR received a reasonably equivalent value for the chartered flights. On the other hand, the Court finds that Charter Airlines is entitled to summary judgment in its favor because it has proved that the undisputed material facts support its defense under 11 U.S.C. § 548(c).

I. JURISDICTION AND PROCEDURE

This matter is brought by the Plan Administrator under 11 U.S.C. § 548 to avoid an alleged fraudulent conveyance made to Charter Airlines. Charter Airlines filed an answer and jury demand on December 28, 2011. Charter Airlines has not filed a proof of claim in the bankruptcy case or otherwise consented to the jurisdiction of the bankruptcy court to issue a final judgment against it.

The jurisdiction of Article I bankruptcy courts is more limited than that of Article III district courts. Bankruptcy courts have statutory authority to issue final orders and judgments only in “core proceedings arising under title 11, or arising in a case under title 11.” 28 U.S.C. § 157(b)(1) (emphasis added). Those final orders and judgments are “subject to review under section 158 of this title,” id., meaning that a reviewing court may only reverse factual findings determined to be clearly erroneous. Mungo v. Taylor, 355 F.3d 969, 974 (7th Cir.2004). The relevant statute contains a non-exhaustive list of “core proceedings” in which the bankruptcy court may enter a final order or judgment. 28 U.S.C. § 157(b)(2). That statutory list includes proceedings to determine, avoid, or recover fraudulent conveyances. 28 U.S.C. § 157(b)(2)(H).

By contrast, when the bankruptcy court has jurisdiction over a matter only because it is in some way “related to” the bankruptcy proceedings, the court may not enter final judgment, but may only enter proposed findings of fact and conclusions of law. 28 U.S.C. § 157(c)(1). The proceedings in this latter category are known as “noncore” proceedings.

In Stern v. Marshall, — U.S. -, 131 S.Ct. 2594, 180 L.Ed.2d 475 (2011), the Supreme Court partially overturned this statutory grant of authority, holding that only Article III judges possess the constitutional authority to issue final orders or judgments in proceedings in certain types of lawsuits, including those to recover alleged fraudulent conveyances. Id. at 2618. Several courts of appeal, including the Seventh Circuit and the Ninth Circuit, went further, ruling that bankruptcy courts also lack the statutory authority to issue recommended findings of fact and conclusions of law in fraudulent conveyance actions. Wellness Int’l Network Ltd.v. Sharif, 727 F.3d 751 (7th Cir.2013); Exec. Benefits Ins. Agency v. Arkison (In re Bellingham Ins. Agency, Inc.), 702 F.3d 553 (9th Cir.2012). The reasoning behind these opinions is that the statute only gives the bankruptcy courts the authority to issue proposed findings of fact and conclusions of law in “noncore” proceedings, and fraudulent conveyance actions are statutorily defined as “core” proceedings. In circuits adopting this reasoning, therefore, fraudulent conveyance actions fell into a gap in which the bankruptcy court lacked the ability to proceed at all.

[532]*532Recently, the United States Supreme Court addressed this “gap” issue, interpreting 28 U.S.C. § 157 as permitting fraudulent conveyance claims to proceed as noncore claims even though the statute itself lists them as core claims. Exec. Benefits Ins. Agency v. Arkison, No. 12-1200, — U.S. -, 134 S.Ct. 2165, — L.Ed.2d -, 2014 WL 2560461 (U.S. June 9, 2014). As a result, the decision in Arkison enables bankruptcy courts to issue proposed findings of fact and conclusions of law in suits to recover alleged fraudulent conveyances.

Because this is a fraudulent conveyance action, the Court will proceed as though it is a noncore matter within the meaning of 28 U.S.C. § 157(c)(1). Accordingly, the Court will enter proposed findings of fact and conclusions of law.

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Bluebook (online)
511 B.R. 527, Counsel Stack Legal Research, https://law.counselstack.com/opinion/brandt-v-charter-airlines-llc-in-re-equipment-acquisition-resources-ilnb-2014.