HSBC Bank USA v. United Air Lines, Inc. (In re UAL Corp.)

360 B.R. 780, 2007 Bankr. LEXIS 101
CourtUnited States Bankruptcy Court, N.D. Illinois
DecidedJanuary 22, 2007
DocketBankruptcy No. 02-B-48191; Adversary No. 04-A-02413
StatusPublished
Cited by2 cases

This text of 360 B.R. 780 (HSBC Bank USA v. United Air Lines, Inc. (In re UAL Corp.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
HSBC Bank USA v. United Air Lines, Inc. (In re UAL Corp.), 360 B.R. 780, 2007 Bankr. LEXIS 101 (Ill. 2007).

Opinion

MEMORANDUM OF DECISION

EUGENE R. WEDOFF, Bankruptcy Judge.

This adversary proceeding is before the court on the motion of plaintiff HSBC Bank USA, N.A. (HSBC) to alter or amend the court’s judgment of October 5, 2006, issued after trial and accompanied by a written opinion. HSBC Bank USA v. United Air Lines, Inc. (In re UAL Corp.), 351 B.R. 916 (Bankr.N.D.Ill.2006) (the pri- or decision). HSBC brought the proceeding against United Air Lines, Inc. (United), a Chapter 11 debtor, to determine the value of a security interest that HSBC holds in United’s lease of maintenance space at San Francisco Airport (the SFO lease). The judgment determined this value, giving HSBC a fixed allowed secured claim that will be paid according to United’s confirmed plan of reorganization. However, the judgment did not address whether HSBC was entitled to a payment of adequate protection on its claim — relief that HSBC had requested before the trial but did not raise during the trial or post-trial briefing. HSBC now seeks an award of adequate protection.1

As discussed below, the motion will be denied. Despite HSBC’s failure to raise its request for adequate protection at trial, the request can properly be considered now, but it fails on its merits. Adequate protection is only payable when a bankruptcy estate retains collateral pursuant to the automatic stay. Once the stay is no longer applicable — whether because the collateral has been liquidated, because relief from the stay has been granted, or, as here, because the stay has terminated as a result of plan confirmation — adequate protection is moot. After confirmation of a plan, claim treatment is dictated by the terms of the plan, and the terms of United’s plan do not provide for any payment of adequate protection on HSBC’s claim.

Jurisdiction

This court has jurisdiction to enter a final judgment, as discussed in the prior decision. HSBC Bank, 351 B.R. at 918.

Factual Background

Most of the facts relevant to HSBC’s pending motion are discussed in the prior decision, id. at 918-19, and are briefly summarized here, together with a few additional matters particularly relevant to the adequate protection claim.

HSBC is the indenture trustee for holders of municipal bonds that financed improvements at SFO on property leased by United. The bonds were to be paid solely by United, through a transaction in which United nominally subleased a portion of its SFO leasehold to the indenture trustee and the trustee leased the property back to United, with rent under the leaseback equal to debt service on the bonds. HSBC took the position that the sublease/leaseback transaction was a set of true leases. United contended that it was actually a financing arrangement, in which the sublease gave the indenture trustee an interest in United’s SFO lease securing the payments required by the leaseback. United filed an adversary proceeding seeking recharacterization of the transaction consistent with its view. This court found in favor of United, and the judgment was ultimately upheld on appeal. United Air Lines, Inc. v. HSC Bank USA, 307 B.R. [783]*783618 (Bankr.N.D.Ill.2004), rev’d, 317 B.R. 335 (N.D.Ill.2004), rev’d, 416 F.3d 609 (7th Cir.2005), cert. denied, 547 U.S. 1003, 126 S.Ct. 1465, 164 L.Ed.2d 247 (2006).

On April 28, 2004, while the appeals of the recharacterization proceeding were pending, HSBC filed the current adversary proceeding to address the possibility that its position on recharacterization would not prevail. HSBC’s adversary complaint sought to value the interest that HSBC would have in United’s leasehold and to obtain a declaration that HSBC had an allowed secured claim in that amount. The complaint also requested relief under § 363(e) of the Bankruptcy Code (Title 11, U.S.C.), which provides that where a bankruptcy estate uses collateral, the creditor is entitled on its request to have its interest in the collateral adequately protected.

In addition, a month after it filed the adversary proceeding, HSBC moved for relief from the automatic stay to allow it to enforce a right to take possession of the property conveyed by the sublease. Bankruptcy Docket No. 6957. However, HSBC did not press its request either for adequate protection or for relief from the automatic stay. Instead, these matters were simply continued along with the adversary proceeding. Indeed, the parties expressly stipulated that the motion for relief from the stay would be considered in conjunction with the adversary complaint rather than as a matter requiring immediate determination. Bankruptcy Docket No. 7412.

Before trial on HSBC’s adversary complaint began, United’s Chapter 11 plan was confirmed. The subsequent trial was a plenary one; no party had suggested that the value of HSBC’s security interest in the SFO lease should be determined separately from HSBC’s request for adequate protection of that claim, and the court entered no order of bifurcation. Nevertheless, claim valuation was the only question that parties addressed at the trial. Only after the court’s judgment determining the valuation question did HSBC move for consideration of its adequate protection request.

Legal Conclusions

1. Judicial discretion to consider arguments under Rule 59(e) that were not made before the entry of judgment

HSBC’s pending motion for an award of adequate protection is brought pursuant to Rule 59(e), Fed.R.Civ.P., made applicable to bankruptcy proceedings by Fed. R. Bankr.P. 9023. Rule 59(e) itself sets out no standard for granting relief. It provides simply that [a]ny motion to alter or amend a judgment must be filed no later than 10 days after entry of the judgment.

United’s first objection to HSBC’s motion is that there is a judicially created limitation on Rule 59(e) relief, providing that a judgment cannot be altered or amended to grant relief on the basis of an argument that was not made prior to judgment. United’s argument is based on statements such as this one from FDIC v. Meyer, 781 F.2d 1260, 1268 (7th Cir.1986): Motions ... to alter or amend a judgment ... cannot be used to raise arguments which could, and should, have been made before the judgment issued.2 If such statements imposed an absolute limitation on the grant of Rule 59(e) relief, the limitation would be applicable here, since HSBC’s argument for adequate protect certainly could and should have been made before judgment.

[784]*784However, the statements relied on by United serve more as a warning to litigants—that Rule 59(e) accords no right to make untimely post-judgment arguments—than as a limit on a trial court’s discretion to consider such arguments. The parties have cited no authority reversing a trial court for considering arguments made for the first time after judgment. To the contrary, Boulevard Bank N.A. v. Philips Med. Systems Int’l B.V., 15 F.3d 1419, 1426 (7th Cir.1994), quoted the Meyer

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360 B.R. 780, 2007 Bankr. LEXIS 101, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hsbc-bank-usa-v-united-air-lines-inc-in-re-ual-corp-ilnb-2007.