Howard v. Ricciardi (In re Arcadia Manufacturing, Inc.)

23 B.R. 372, 1982 Bankr. LEXIS 3276
CourtDistrict Court, W.D. Louisiana
DecidedSeptember 22, 1982
DocketBankruptcy No. B77-465-0
StatusPublished
Cited by1 cases

This text of 23 B.R. 372 (Howard v. Ricciardi (In re Arcadia Manufacturing, Inc.)) is published on Counsel Stack Legal Research, covering District Court, W.D. Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Howard v. Ricciardi (In re Arcadia Manufacturing, Inc.), 23 B.R. 372, 1982 Bankr. LEXIS 3276 (W.D. La. 1982).

Opinion

OPINION

RODNEY BERNARD, Jr., Bankruptcy Judge.

A joint application for approval of a compromise of this matter was filed on May 22, 1981 by Plaintiff, Gene Howard, Trustee, and Defendants, Matthew C. Ricciardi, Joseph Parks, Charles Richard Parks, Terry Parks, and Omega Containers, Inc. Objections to the proposed compromise were filed timely by United Ammunition Container, Inc. and Vincennes Paper Mills, Inc., both creditors of Arcadia Manufacturing, Inc., the debtor herein.

Statement of the Case

The debtor herein, Arcadia Manufacturing, Inc., (hereinafter “Arcadia”), was incorporated in January, 1972. Arcadia was engaged primarily in the manufacture of ammunition containers. Arcadia encountered financial difficulties and was placed in state court receivership in 1976. This receivership was terminated upon the filing on March 15, 1977 of an involuntary proceeding in bankruptcy by United Ammunition Containers, Inc. (hereinafter “UAC”), Vin-cennes Paper Mills, Inc. (hereinafter “Vin-eennes”), and TexStar Corporation. Joseph Parks was the sole shareholder and president of Arcadia at this time. His son Terry Parks, was the secretary-treasurer of Arcadia; and his son, Charles Richard Parks, was a vice-president in charge of production, quality control and maintenance for Arcadia. Matthew C. Ricciardi was not associated with Arcadia as a shareholder, officer or director.

In April, 1977, this proceeding was converted to a Chapter XI, and Gene Howard was appointed receiver. Soon thereafter, Mr. Howard made an inventory of the property that he had been shown as belonging to the estate. In July, 1977, Mr. Howard made an inventory of property shown to him as belonging to Joseph Parks, Charles Richard Parks and Matthew C. Ricciardi. This property was at the same location as the premises leased by Arcadia. Mr. Ric-ciardi claims that the property he allegedly owns is stored in space leased by him for that purpose in a different part of premises than that leased by Arcadia.

In August, 1977, Omega Containers, Inc. (hereinafter “Omega”) was incorporated. Its original directors were Joseph Parks, Terry Parks, and Charles Richard Parks. Its two shareholders are Terry Parks and Charles Richard Parks. Omega operates out of the same premises Arcadia had operated from and, like Arcadia, is in the business of manufacturing ammunition containers.

In September, 1977, the Arcadia Chapter XI was converted to a liquidation proceeding, and Gene Howard was appointed trustee. In May, 1978, Mr. Howard filed the above-captioned complaints primarily for recovery of property, namely machinery and equipment claimed by defendants, Joseph Parks, Charles Richard Parks and Matthew C. Ricciardi, to be owned by them individually.1 These three adversary proceedings have since been consolidated.

[374]*374In January, 1981, the plaintiff filed a supplemental complaint in the consolidated proceedings. He asserted that the corporate entities Omega and Arcadia should be disregarded and the individual defendants held liable for acts of fraud, including misappropriation and concealment of property of the estate.

In May, 1981, the joint application for approval of compromise, which is the subject of this opinion, was filed. On August 5,1981, a hearing was held on objections to the proposed compromise. After two witnesses had testified, the hearing was continued to a later date. Shortly thereafter, the Court determined that a full-blown trial on the merits would defeat the purpose of a compromise. Thus, the Court decided that the following materials already in the record would provide a sufficient basis for determining whether to approve or disapprove the proposed compromise:

1. Pleadings and memoranda already in the record.
2. Pre-trial orders and attachments.
3. All documentary exhibits previously filed.
4. Transcripts of 205(a) examinations had.
5. Transcript of testimony heard on August 5, 1981.

Additionally, the Court requested the submission of the following items:

1. Financial statements of Matthew Ric-ciardi, Joseph Parks, and Charles Richard Parks.
2. Narrative of how the compromise was reached, to be prepared jointly by the trustee and defendants Ricciardi and the Parkses.

Upon reviewing these items in the record, the Court determined that it was not apprised of all the facts necessary for determining whether the proposed compromise was fair, equitable and in the best interests of the estate. Accordingly, the record was reopened for the limited purpose of affording all interested parties an opportunity to present evidence concerning:

1. The value of equipment and machinery, the ownership of which is in dispute, taking into consideration whether there is a market for these items.
2. The value of the use of the aforementioned equipment and machinery by any of the defendants subsequent to the date of filing of the petition in bankruptcy.
3. The personal net worth of Matthew C. Ricciardi, Joseph Parks, Charles Richard Parks and Terry Parks.
4. The current net worth of Omega Containers, Inc.

In response to the reopening of the record, the Court received transcripts of depositions with numerous exhibits as well as memoranda from counsel for the plaintiff, defendants and objecting creditors. After thoroughly reviewing the record as it now stands, the Court is of the opinion that it has been apprised of all facts necessary for a decision on the joint application for approval of compromise.

The Proposed Compromise

The proposed compromise is the result of many months of negotiations. According to the narrative supplied by the plaintiff and defendants, the plaintiff’s original settlement offer was for $100,000.00. At that time, defendants counter-offered to settle for $10,000.00. Quite some time later, the plaintiff and his attorney conducted a thorough inspection of the bulk of the machin[375]*375ery and equipment subject to the complaints and determined that the value of the property involved was substantially less than the plaintiff had originally thought. See Tr. of Hrg., Aug. 5,1981, C. Reed, p. 22; Tr. of Depo., June 17, 1982, G. Howard, p. 28 and Ex. 10, 11, and 14, which are photographs of the equipment taken during the inspection. For this reason, the plaintiff offered to settle for $50,000.00 plus other terms and conditions. The defendants eventually accepted the proposal.2

Subsequent to the original proposed compromise, the defendants offered, in addition to the $50,000.00 and other terms and conditions, to turn over most of the items listed on the exhibit attached to Complaint # 2. The items not to be turned over are an air compressor and a transformer, both of which are in use. Other items from the list not to be turned over have not been located for various reasons. See Tr. of Depo., June 17, 1982, G. Howard, Ex. 13.

The Court has recently been informed of the death of defendant Matthew Ricciardi. This change of circumstances does not appear to affect the terms of the proposed compromise.

Standards for Approval of Compromise

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Bluebook (online)
23 B.R. 372, 1982 Bankr. LEXIS 3276, Counsel Stack Legal Research, https://law.counselstack.com/opinion/howard-v-ricciardi-in-re-arcadia-manufacturing-inc-lawd-1982.