Canal Corp. v. Finnman

960 F.2d 396
CourtCourt of Appeals for the Fourth Circuit
DecidedMarch 26, 1992
DocketNo. 91-1403
StatusPublished
Cited by17 cases

This text of 960 F.2d 396 (Canal Corp. v. Finnman) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Canal Corp. v. Finnman, 960 F.2d 396 (4th Cir. 1992).

Opinion

OPINION

HAMILTON, Circuit Judge:

The appellants, Canal Corporation (Canal) and Resource Evaluation and Development, Inc. (RED), appeal from the judgment of the district court affirming the decision of the United States Bankruptcy Court for the Eastern District of Virginia. The decision of the bankruptcy court excluded Canal and RED from participating on equal grounds with the appellees in the [398]*398distribution of a constructive trust held by the trustee of the bankrupt estate of Robert D. Johnson. The bankruptcy resulted from the collapse of an illegal pyramid scheme which Robert Johnson perpetrated. The bankruptcy court permitted a class of plaintiffs, including the appellants and the appellees, to bring suit seeking a declaratory judgment that funds in the estate were held in constructive trust for them. The bankruptcy court, on December 21, 1987, held that the bulk of the funds in the estate were held in constructive trust for the defrauded investors. The bankruptcy court later ordered distribution of these funds to the appellees and excluded Canal and RED from this distribution. Canal and RED appealed this decision to the district court which affirmed the decision of the bankruptcy court. Canal and RED timely appealed to this court.

This appeal presents the issues of whether the bankruptcy court had jurisdiction to determine how to distribute the constructive trust held by the estate, whether it was error to distribute the constructive trust directly to individuals instead of through the general partners and the limited partnerships which were the investment vehicles in the scheme, and whether the bankruptcy court erred in considering an objection to the proposed distribution which was filed after the time period set by the bankruptcy court for such objections. Because we find that the bankruptcy court had jurisdiction to distribute the trust and that there was no error with respect to the remaining issues, we affirm the judgment of the district court.

I.

The debtor in bankruptcy, Robert D. Johnson, fraudulently induced parties to invest in an industrial wine import venture that was, in fact, a pyramid or Ponzi scheme. The wine did not exist and Johnson used the money for himself or to pay off previous investors in order to lure in more. The scheme ran from 1968 until 1974, raising about $26 million from about 400 investors. Much of the money was raised through limited partnerships. In 1973 and 1974, seventeen limited partnerships were set up under Virginia law in order to invest in Johnson’s wine scheme. Canal was the general partner for ten of these limited partnerships, RED was general partner for the remaining seven. Mr. Finnman and other investors channeled their investments in the scheme through the limited partnerships.

In the middle of 1974, the pyramid scheme collapsed and Johnson pled guilty to various fraud charges and was sentenced to six years imprisonment. The wine scheme and its demise generated numerous cases that ended up in this court, the District Court for the Eastern District of Virginia, the Bankruptcy Court for the Eastern District of Virginia, and the United States Tax Court.

An involuntary bankruptcy petition was filed against Johnson in 1974, under the Bankruptcy Act (Title 11), by some of the defrauded investors. Canal and RED filed proofs of claim in Johnson’s bankruptcy case on behalf of the limited partnerships. Both the Internal Revenue Service (IRS) and the Commonwealth of Virginia filed tax claims in the case as well. The trustee sought a declaration that the assets could not be used for the tax claims because they were held in constructive trust for the defrauded investors. Though the bankruptcy court dismissed the trustee’s action for lack of standing, In re Johnson, 55 B.R. 800 (Bankr.E.D.Va.1985), it allowed the investors to file suit against the trustee for a determination of the same issue. The bankruptcy court ultimately certified the matter as a class action for the benefit of the defrauded investors and held that the funds were the property of the plaintiff class, in constructive trust, and not subject to tax claims. In re Johnson, 80 B.R. 791 (Bankr.E.D.Va.1987). The bankruptcy court made this finding subject to its approval of the equitable distribution of the funds. The IRS appealed this decision to the district court, which affirmed the bankruptcy court. The IRS subsequently appealed to this court; however, it dismissed the appeal under Fed.R.App.P. 42(b) before a decision was reached.

[399]*399The bankruptcy court then set about to determine the proper method of distribution. On December 20, 1989, the bankruptcy court entered its first distribution order. This order defined the plaintiff class as consisting of all persons who invested in Johnson’s wine scheme and who had not been repaid prior to June 13, 1974. The order provided that: (1) claims filed by the general partners on behalf of the limited partnerships would be paid to the general partners, and (2) class members’ pro rata share of the funds owing would, absent objection, be paid to the general partners for distribution to the limited partners, subject to claims for expenses and indemnification incurred on behalf of the limited partnerships by the general partners. . This was made subject to the right of the limited partners to object to this form of distribution by February 28, 1990. Canal and RED filed claims for expenses and indemnification on behalf of the limited partnerships which were in excess of the total amount available for distribution. At this point, the interests of Canal and RED and the limited partners diverged.

Ten individual limited partners timely filed objections to this proposed distribution. Robert Finnman filed his objection on May 10,1990. The bankruptcy court held a hearing on these objections and denied Canal and RED’s claims for expenses and indemnification. On May 31, 1990, it ordered counsel for the class plaintiffs to pay appropriate pro rata shares directly to the individual partners who had filed objections.1 Canal and RED appealed the May 31, 1990 order to the district court. After a hearing, the district court affirmed the judgment of the bankruptcy court in a ruling from the bench. Canal and RED noticed a timely appeal and the district court stayed its judgment pending appeal.

II.

Findings of fact by the bankruptcy court in proceedings within its full jurisdiction are reviewable only for clear error and legal questions are subject to de novo review. Brown v. Pennsylvania State Employees Credit Union, 851 F.2d 81, 84 (3d Cir.1988); In re Crouthamel Potato Chip Co., 786 F.2d 141, 144 (3d Cir.1986) (court of appeals reviews issues implicating interpretation and application of the Bankruptcy Code and Rules de novo).

III.

The preeminent issue raised in this appeal concerns the jurisdiction of the bankruptcy court to enter the December 20, 1989 and May 31, 1990 orders.

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Cite This Page — Counsel Stack

Bluebook (online)
960 F.2d 396, Counsel Stack Legal Research, https://law.counselstack.com/opinion/canal-corp-v-finnman-ca4-1992.