HLI Creditor Trust v. Metal Technologies Inc. (In re Hayes Lemmerz International, Inc.)

337 B.R. 49, 2006 Bankr. LEXIS 101, 45 Bankr. Ct. Dec. (CRR) 272
CourtUnited States Bankruptcy Court, D. Delaware
DecidedJanuary 26, 2006
DocketBankruptcy No. 01-11490(MFW); Adversary No. A 03-58493(PBL)
StatusPublished
Cited by2 cases

This text of 337 B.R. 49 (HLI Creditor Trust v. Metal Technologies Inc. (In re Hayes Lemmerz International, Inc.)) 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
HLI Creditor Trust v. Metal Technologies Inc. (In re Hayes Lemmerz International, Inc.), 337 B.R. 49, 2006 Bankr. LEXIS 101, 45 Bankr. Ct. Dec. (CRR) 272 (Del. 2006).

Opinion

OPINION 1

PAUL B. LINDSEY, Bankruptcy Judge.

I.Introduction

On December 5, 2001, Hayes Lemmerz International, Inc. and certain affiliated entities (hereinafter referred to as “Debtors”) filed petitions under Chapter 11 of the Bankruptcy Code. Pursuant to the Modified First Amended and Joint Plan of Reorganization of Hayes Lemmerz International, Inc. and its Affiliated Debtors and Debtors-In-Possession, Dated April 9, 2003, As Further Modified, Debtors transferred to the HLI Creditor Trust (hereinafter referred to as “Plaintiff’), the right to bring this action under Chapter 5 of the Bankruptcy Code.

Plaintiff commenced this adversary proceeding on November 11, 2003, seeking to avoid and recover pursuant to §§ 547 and 550 of the Bankruptcy Code2 certain allegedly preferential transfers made by Debtors to the defendant, Metal Technologies, Inc. d/b/a Metal Technologies Woodstock, LTD. (hereinafter referred to as “Defendant”), during the 90 day period prior to the filing of Debtors’ petitions (hereinafter referred to as “the preference period”).

Trial in this adversary proceeding was held before the Court on December 7, 2005. At the conclusion of the trial, the issues raised therein were taken under advisement and the Court is ready to render its decision.

II.Jurisdiction and Venue

The Court has jurisdiction over this proceeding pursuant to 28 U.S.C. §§ 1334 and 157, and this is a core proceeding as that term is defined in 28 U.S.C. §§ 157(b)(2)(A), (E), (F), and (O). Venue is proper under 28 U.S.C. § 1409.

III.Discussion

Prior to trial, the parties filed the Joint Pretrial Memorandum as required by this Court’s General Order Re: Pretrial Procedures in Adversary Proceedings Set for Trial, and both parties filed trial briefs as well.

At trial, the parties announced that they had stipulated to the requirements of §§ 547(b) and 547(c)(2)(A). Thus, the issues before the Court were whether, or to what extent, Defendant could satisfy the requirements of §§ 547(c)(2)(B) and (C),3 [53]*53the “ordinary course of business” defense, and 547(c)(4),4 the “new value” defense. Plaintiff also reserved its right to contest the amount of new value credit that Defendant could claim if some of the transfers were found to be unavoidable under the safe harbor of § 547(c)(2). Finally, the parties agreed that the exhibits submitted to the Court were to be admitted into evidence without objection. With these announcements, the case proceeded to trial.

Because the sole issue before the Court was one where the Defendant bore the burden of proof, Defendant was permitted to proceed first. In its opening statement, Defendant conceded that during the period prior to Debtors’ bankruptcy, there were oral and written contacts between the parties and that Defendant was aware of Debtors’ deteriorating financial condition. Concerned about being paid, Defendant proposed that Debtors provide a letter of credit; however, nothing ever came of that proposal. Defendant also insisted at one point that Debtors remain within the invoice credit terms for all then outstanding accounts and that new orders would be required to be paid in advance.

In response, Plaintiff contended that Defendant exerted extraordinary pressure on Debtors to obtain the preferential transfers. Plaintiff alleged that Defendant was in a superior bargaining position due' to the fact that it supplied a product vital to Debtors and that even a minor disruption in its supply would be extremely harmful if not fatal to Debtors’ business.

A. Testimony

Defendant first called Gregory Michael Riker, the Chief Financial Officer of Metal Technologies, Inc. He testified that on June 5, 2001, Defendant acquired Eureka Foundry Corporation (hereinafter referred to as “Eureka”) by a purchase of its assets and this new entity became known as Metal Technologies Woodstock, LTD. Debtors accounted for approximately 25% of Defendant’s receivables, the remaining 75% being accounted for primarily by “TRW.” Mr. Riker also stated that approximately 50% of Metal Technologies, Ine.’s business was automotive.

Mr. Riker testified that Defendant knew it had a problem with Debtors almost from the time the foundry unit was purchased, and that Defendant sent three letters to Debtor, dated September 15, 2001 (Trial Exhibit 16), October 24, 2001 (Trial Exhibit 17), and November 6, 2001 (Trial Exhibit 18). He stated that Defendant’s focus was to keep Debtor within the terms that had been agreed upon by the parties.

On cross-examination, Mr. Riker testified that Defendant had purchased the assets of Eureka, and not its stock. He conceded that during the preference period, Defendant improved its position with regard to the amount of its receivables from Debtor by some $450,000.00. On redirect examination, he testified he was not aware of any change at any time in the payment terms between the parties from net 60 days to net 45 days.

Defendant next called Mr. Frank A. Staudinger, Corporate Controller of Metal Technologies, Inc. Mr. Staudinger testified [54]*54that the payment terms between Debtor and Defendant remained the same as they had been between Debtor and Eureka, namely net 60, prox. weekly. He testified that invoices with net 60, prox. weekly terms were to be paid within 60 days, and that since payments were made on a weekly basis, the actual range that invoices were paid was between 56 and 70 days, with a three-day “mail float.” He also stated that customers in the automotive industry typically paid invoices in a range of 55-70 days. He further testified that he was not aware of any change in credit terms between Debtor and Defendant at any time prior to requiring Debtors to pay cash-in-advance on new orders.

On cross-examination, Mr. Staudinger conceded that the November 6, 2001 letter put Debtor on a cash-in-advance basis for future orders and that shortly after the letter was sent, Defendant received a payment from Debtor of more than $200,000.00.

As its expert witness, Defendant called Mr. Jeffrey Leonard Johnston, a partner at Conway, MacKenzie & Dunleavy, a crisis and turnaround management and litigation support company, who deal frequently with the automotive industry. Mr. Johnston is a Certified Public Accountant, a Certified Fraud Examiner, and Certified Turnaround Professional.

Mr. Johnston testified that he became familiar with the businesses of Defendant and Debtor, spoke with employees of both companies, and obtained industry information from Dun & Bradstreet and the Standard & Poors surveys and indices, in order to determine the industry standards for collection of receivables of companies in the automotive parts supply industry. He referred to an excerpt from the 2001-2002 Dun & Bradstreet Industry Norms &

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337 B.R. 49, 2006 Bankr. LEXIS 101, 45 Bankr. Ct. Dec. (CRR) 272, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hli-creditor-trust-v-metal-technologies-inc-in-re-hayes-lemmerz-deb-2006.