Emerald Capital Advisors Corp. v. Karma Automotive LLC (In re FAH Liquidating Corp.)

567 B.R. 464
CourtUnited States Bankruptcy Court, D. Delaware
DecidedFebruary 16, 2017
DocketCase No. 13-13087(KG); Adv. Pro. No. 16-51528(KG)
StatusPublished
Cited by7 cases

This text of 567 B.R. 464 (Emerald Capital Advisors Corp. v. Karma Automotive LLC (In re FAH Liquidating Corp.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Emerald Capital Advisors Corp. v. Karma Automotive LLC (In re FAH Liquidating Corp.), 567 B.R. 464 (Del. 2017).

Opinion

KEVIN GROSS, U.S.B.J.

OPINION

In this adversary proceeding there are two issues for the Court to decide. First, does the Court have “arising in” or “related to” jurisdiction and, second, should the Court abstain from deciding the case. The parties have briefed and argued the issues.

On a Rule 12(b)(1) motion to dismiss, the Court accepts as true the plaintiffs factual allegations in the Complaint. Petruska v. Gannon University, 462 F.3d 294, 299 (3d Cir. 2006). A motion to dismiss under Rule 12(b)(1) is an objection to the federal court’s power to adjudicate a case. Id. at 302; and Democracy Rising PA v. Celluci, 603 F.Supp.2d 780, 788 (M.D. Pa. 2009). The plaintiff has the burden of persuading the court it has jurisdiction. Kehr Packages v. Fidelcor, Inc., 926 F.2d 1406, 1409 (3d Cir. 1991) (“When subject matter jurisdiction is challenged under Rule [467]*46712(b)(1), the plaintiff must bear the burden of persuasion.”)

A Rule 12(b)(1) “facial” challenge contests the sufficiency of the Complaint. Common Cause of Pa. v. Pennsylvania, 558 F.3d 249, 256-58 (3d Cir. 2009). The court assumes that the allegations in the Complaint are true but examines the pleadings to determine if they present a case within the court’s jurisdiction. Democracy Rising, 603 F.Supp.2d at 788.

A “factual” attack on jurisdiction argues that the pleadings satisfy a finding that jurisdiction exists, but that the allegations are false, thereby taking the case outside the court’s jurisdiction. Id.; Mortensen v. First Federal Sav. and Loan Ass’n, 549 F. 2d 884, 891 (3d Cir. 1977). In the instant case, the Court considers the 12(b)(1) motion to be a facial attack on the Court’s subject matter jurisdiction.

FACTS1

Fisker Automotive Holdings, Inc. and Fisker Automotive, Inc. (collectively, the “Debtors”) filed for Chapter 11 bankruptcy protection in the Court on November 22, 2013 (the “Petition Date”). Compl. §§ 2, 10. Before the Petition Date, the Debtors had been engaged in designing, assembling and manufacturing plug-in hybrid electric cars. Id. ¶ 10.

The Court will not repeat the interesting history of the case.2 For purposes of the present dispute, it is sufficient to note that the Debtors conducted an auction of substantially all of their assets from February 12 through 14, 2014, at which there were two bidders: Wanxiang Clean Energy USA LLC (“Wanxiang”) and Hybrid Technology LLC (“Hybrid”). Id. ¶ 14.

■ When the auction ended, Debtors and the Official Committee of Unsecured Creditors (the “Committee”) jointly determined that Wanxiang’s final- bid was the highest and best bid. Id. ¶ 15. Wanxiang’s winning bid was $149.2 million comprised of the following: $126.2 million in cash, $8 million of assumed liabilities, and a 20% equity interest in a company to be formed and that would own the assets that Wanxiang was acquiring. Id. ¶ 15. The Court will refer to the 20% interest as the “Equity Consideration.” Wanxiang’s winning bid was thereafter included in an asset purchase agreement between Debtors and Wanxiang (the “Purchase Agreement”). Id.

On February 19, 2014, the Court approved the sale to Wanxiang pursuant to the terms of the Purchase Agreement (the “Sale Order”) (D.I. 653). Id. at 16. The Debtors and Wanxiang closed the sale transaction on March 24, 2014. Id.

Pursuant to the Sale Order, on March 21, 2014, Wanxiang and Fisker created Karma Automotive LLC (“Karma”) (Wanxiang and Karma will be referred to collectively as the “Defendants”) by entering into a limited liability company agreement (the “LLC Agreement”). Id. ¶ 17. The Debtors received 200 Common Units and 200 Series B Preferred Units which represented a 20% interest in Karma. Id. ¶ 18. The LLC Agreement provided that any transfer to the Trust would be an exempt transfer, thereby recognizing that the Equity Consideration would ultimately be transferred to the Trust. When the Plan Settlement Term Sheet was negotiated, it provided that all of the Equity Consideration was to be contributed to the [468]*468Trust. Id. ¶ 4. On July 28, 2014, the Court entered an Order confirming Debtors’ Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”). Id. ¶ 31, D.I. 1137, Exhibit A.

The Court is not addressing the merits of the adversary proceeding but, rather, whether or not the Court has jurisdiction to address the merits and, if it has jurisdiction, should the Court abstain. Therefore, it is sufficient for the Opinion for the Court to find that Karma has issued additional units to Wanxiang. Karma issued Series A preferred and common units in exchange for capital contributions. The is-suances occurred on September 6, October 7, November 8 and December 12, 2016. The Trust objected to the issuance of common units to Wanxiang. Id. ¶¶ 38-39, 48, 50. The Trustee commenced the adversary proceeding on November 30, 2016, alleging five counts:

Count I — declaratory relief under 28 U.S.C. § 2201, alleging that Karma did not have authority under the LLC Agreement to issue additional common units to Wanxiang.
Count II — breach of fiduciary duties to the Trust, which Karma aided and abetted.
Count III — violation of the Plan by Wanxiang and Karma.
Count IV — breach of Karma and Wanx-iang of the implied covenant of good faith and fair dealing.
Count V — promissory estoppel based on Wanxiang’s promise of the 20% Equity Consideration.

DISCUSSION

Wanxiang and Karma have moved to dismiss the Complaint pursuant to Federal Rule of Civil Procedure 12(b)(1), made applicable to adversary proceedings by Federal Rule of Bankruptcy Procedure 2012(b). In the alternative, Wanxiang and Karma ask the Court to abstain under 28 U.S.C. § 1334(c)(1) and allow the Trust’s claims to proceed in a state forum. The Court is satisfied that it has subject matter jurisdiction and it will not abstain from deciding the case.

Subject Matter Jurisdiction

“The source of the bankruptcy courts’ jurisdiction is 28 U.S.C. §§ 1334 and 157.” Binder v. Price Waterhouse & Co., LLP (In re Resorts Int'l, Inc.), 372 F.3d 154, 161 (3d Cir. 2004), quoting United States Brass Corp. v. Travelers Ins. Group, Inc. (In re United States Brass Corp.), 301 F.3d 296, 303 (5th Cir. 2002).

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

Related

Cite This Page — Counsel Stack

Bluebook (online)
567 B.R. 464, Counsel Stack Legal Research, https://law.counselstack.com/opinion/emerald-capital-advisors-corp-v-karma-automotive-llc-in-re-fah-deb-2017.