Cory v. Leasure

491 B.R. 476, 2013 WL 1310708, 2013 U.S. Dist. LEXIS 44384
CourtUnited States Bankruptcy Court, W.D. Kentucky
DecidedMarch 28, 2013
DocketCivil Action No. 1:12-CV-00060-TBR; Consolidated with No. 1:12— CV-00062-TBR
StatusPublished

This text of 491 B.R. 476 (Cory v. Leasure) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, W.D. Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cory v. Leasure, 491 B.R. 476, 2013 WL 1310708, 2013 U.S. Dist. LEXIS 44384 (Ky. 2013).

Opinion

OPINION

THOMAS B. RUSSELL, Senior District Judge.

This is a consolidation of two appeals from the United States Bankruptcy Court for the Western District of Kentucky (Bankruptcy Court) in relation to the approval of a settlement agreement (Settlement Agreement) between the bankruptcy trustee and a group of fifteen plaintiffs collectively referred to as the “Bennett Plaintiffs.”1 The first is the appeal of an order approving the Settlement Agreement, and the second is the appeal of entry of the agreed judgment (Agreed Judgment) provided for in the Settlement Agreement.

Robert Leasure is the court-appointed Chapter 11 trustee (Trustee) for the debtors in the bankruptcy proceedings below, Mammoth Resource Partners, Inc. (MRP), Mammoth Field Services, Inc., and Mammoth Resource, LLC (collectively “Debtors”). The Appellants are Roger Cory and Daniel Northcutt, who collectively own one-hundred percent of the stock of the Debtors. The Appellees are the Trustee and the Bennett Plaintiffs.

BACKGROUND

On October 2, 2007, the Bennett Plaintiffs filed suit in the United States District Court for the Western District of Kentucky, Bowling Green Division, styled Paul Daniel Bennett, et al. v. Mammoth Resource Partners, Inc., et al., No. 1:07-CV-168-JHM (Bennett Lawsuit2), against the [479]*479Debtors, Cory, and eight partnerships3 managed by MRP. The Bennett Plaintiffs alleged sixteen causes of action, including violations of the Securities Act of 1933, violations of the Securities Exchange Act of 1934, violations of the Kentucky Securities Act, Fraud, Breach of Fiduciary Duty, and Breach of Contract. The Bennett Plaintiffs also alleged that Cory was a “controlling person” of other defendants under the Securities Act of 1933 and the Kentucky Securities Act. See id, Docket No. 1.

On September 8, 2010, the Debtors filed Chapter 11 bankruptcy petitions in the Bankruptcy Court.4 After the bankruptcy petitions were filed, the District Court referred the Bennett Lawsuit to the Bankruptcy Court on October 28, 2010. Id, Docket No. 122. The Bankruptcy Court subsequently docketed that case as adversary proceeding No. 10-1055. Paul Daniel Bennett, et al. v. Mammoth Resource Partners, Inc., No. 10-1055 (Bankr.W.D.Ky.), Docket No. 1.

On February 17, 2011, the Bennett Plaintiffs moved the Bankruptcy Court to dismiss the Chapter 11 case or, alternatively, to appoint a Chapter 11 trustee to manage and operate the Debtors’ affairs. In re Mammoth Resource Partners, Inc., No. 10-11377, Docket No. 128. The Bankruptcy Court conducted a hearing over several days during which the court heard testimony regarding the Debtors’ financial reporting, the Debtors’ assets and liabilities, Cory and Northcutt’s management of the Debtors, and the claims asserted in the Bennett Lawsuit. See id, Docket No. 239. On May 27, 2011, the Bankruptcy Court ordered the appointment of a Chapter 11 trustee to administer the Debtors’ estates, id., and on June 10, 2011, granted the United States Trustee’s motion to appoint Leasure as trustee, id, Docket Nos. 243; 245.

During the course of the bankruptcy case, the Bennett Plaintiffs twice moved for summary judgment in the adversary proceeding before the Bankruptcy Court. See Bennett, No. 10-1055, Docket Nos. 3; 32. The Bankruptcy Court denied the Bennett Plaintiffs’ first motion on August 30, 2011. Id, Docket No. 24. Before briefing was complete on the Bennett Plaintiffs’ second motion for summary judgment, the Bennett Plaintiffs and the Trustee agreed to the terms of the Settlement Agreement.

On January 26, 2012, the Trustee filed a motion to approve the Settlement Agreement. In re Mammoth Resource Partners, Inc., No. 10-11377, Docket No. 415. The Settlement Agreement resolved the disputes between the Trustee and the Bennett Plaintiffs as to the allowance and amount of the Bennett Plaintiffs’ claims, whether their claims would be subordinat[480]*480ed, and the Debtors’ estates’ involvement in the Bennett Lawsuit. See id., Docket No. 415-1. The Settlement Agreement specifically provided that the Trustee consent to the Agreed Judgment5 in favor of the Bennett Plaintiffs against MRP in the Bennett Lawsuit and also that the Bennett Plaintiffs dismiss their claims against the remaining defendants other than Cory. Id. at 4-5, ¶¶ 2-3.

On January 80, 2012, the Bankruptcy Court set a deadline of February 21, 2012, for parties to object to the Trustee’s motion to approve the Settlement Agreement. Id., Docket No. 417. On February 5, the Trustee and the Bennett Plaintiffs filed a joint motion to schedule a hearing on the Trustee’s motion for February 27, 2012. Id., Docket No. 422. Cory and Northcutt filed a response to the Trustee’s motion on February 6, objecting to approval of the Settlement Agreement and requesting that if a hearing was scheduled for February 27 that it “be held for the purpose of scheduling and other preliminary matters.” Id., Docket No. 423, at 1. Cory and Northcutt tendered with their response a proposed order that included the language: “IT IS HEREBY ORDERED that this matter be scheduled for preliminary hearing on....” Id., Docket No. 423-1, at 1 (emphasis added). The Bankruptcy Court entered Cory and Northcutt’s proposed order on February 7 setting the hearing for February 27. Cory and Northcutt then filed their formal objections to the Trustee’s motion to approve the Settlement Agreement on February 21. Id., Docket No. 430. Cory and Northcutt argued that the Settlement Agreement should not be approved because the Trustee had neither shown that the proposed settlement was fair and equitable nor that its terms were in the best interest of the Debtors’ estates.6 Id. at 2-3.

On February 27, 2012, the Bankruptcy Court held a hearing on the Trustee’s motion to approve the Settlement Agreement, during which the court heard argument from Cory and Northcutt, the Trustee, the Bennett Plaintiffs, and the United States Trustee. The Trustee, the Bennett Plaintiffs, and the United States Trustee each argued that the court should approve the Settlement Agreement. Counsel for the Trustee proffered several grounds why the agreement should be approved: (1) the Bennett Lawsuit, which involved securities violations against each of the three Debtors, could be fairly characterized as “complex litigation” such that the estates would likely have to “engage special counsel with expertise in defending security laws claims”; (2) defending the Bennett Lawsuit would “result in the incurrence of significant administrative expenses that may or may not be able to be paid”; (3) counsel for the Trustee had reviewed the Bennett Plaintiffs’ claims and the defenses asserted by Cory and Northcutt, and “ha[d] serious concerns about the ultimate outcome of this litigation,” believing “there [was] a significant chance that [the Ben[481]*481nett Plaintiffs] might prevail on one or more of those claims”; (4) if the settlement were not approved, “it would require a significant devotion of time and resources that otherwise could be directed toward liquidation of the assets of the estate”; and (5) that “litigation of these claims would impose significant delay.” Id. at 5-6. Counsel for the Trustee concluded by arguing:

Free access — add to your briefcase to read the full text and ask questions with AI

Related

National Union Fire Insurance v. VP Buildings, Inc.
606 F.3d 835 (Sixth Circuit, 2010)
Mitan v. Duval
573 F.3d 237 (Sixth Circuit, 2009)
Estate of Patel v. Patel (In Re Patel)
43 B.R. 500 (N.D. Illinois, 1984)
In Re Glinz
66 B.R. 88 (D. North Dakota, 1986)
In Re Stumpff
109 B.R. 1014 (E.D. Oklahoma, 1989)
Lyndon Property Insurance v. Katz
196 F. App'x 383 (Sixth Circuit, 2006)
Hindelang v. Mid-State Aftermarket Body Parts Inc.
477 F. App'x 310 (Sixth Circuit, 2012)
Bard v. Sicherman
49 F. App'x 528 (Sixth Circuit, 2002)
Rankin v. Brian Lavan & Associates, P.C.
438 F. App'x 420 (Sixth Circuit, 2011)
United States v. Koch
193 F. App'x 391 (Sixth Circuit, 2004)

Cite This Page — Counsel Stack

Bluebook (online)
491 B.R. 476, 2013 WL 1310708, 2013 U.S. Dist. LEXIS 44384, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cory-v-leasure-kywb-2013.