ICICI Bank Ltd. v. Essar Global Fund Ltd.

565 B.R. 241, 2017 WL 122994, 2017 U.S. Dist. LEXIS 4839
CourtDistrict Court, S.D. New York
DecidedJanuary 12, 2017
Docket1:16-cv-7836-GHW
StatusPublished
Cited by26 cases

This text of 565 B.R. 241 (ICICI Bank Ltd. v. Essar Global Fund Ltd.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
ICICI Bank Ltd. v. Essar Global Fund Ltd., 565 B.R. 241, 2017 WL 122994, 2017 U.S. Dist. LEXIS 4839 (S.D.N.Y. 2017).

Opinion

MEMORANDUM OPINION AND ORDER

GREGORY H. WOODS, United States District Judge:

Defendants removed this breach of contract action from state court pursuant to the federal bankruptcy removal statute. They now seek an order transferring the action to the District of Delaware pursuant to either the general change of venue statute, 28 U.S.C. § 1404(a), or the bankruptcy change of venue statute, 28 U.S.C. § 1412. For the reasons that follow, Defendants’ motion to transfer this action is DENIED.

I. BACKGROUND

A. The Guarantee Agreements, the Underlying Lawsuit, and ESML’s Bankruptcy Petition

This suit arises from an iron ore project for which Essar Steel Minnesota LLC (“ESML”) sought funding in 2010. As alleged in the complaint, Plaintiff ICICI Bank Limited, Singapore Branch, as facility agent (“ICICI-Singapore” or “Plaintiff’), ICICI Bank Limited, New York Branch, as Lender (“ICICI-New York”), and Essar Steel Minnesota (“ESML”), as Borrower executed a Senior Secured Credit Agreement dated December 29, 2010 (the “Credit Agreement”). ECF No. 1, Notice of Removal, Ex. 1 (“Compl.”), ¶¶ 1, 8. As subsequently amended, the Credit [245]*245Agreement extended to ESML a term loan facility totaling approximately $530 million, which was syndicated among ICICI-New York; the State Bank of India, New York Branch; Cañara Bank, London Branch; Union Bank of India, Hong Kong Branch; and Syndicate Bank, London Branch (collectively, the “Lenders”). Compl. ¶ 8. Each of the Defendant entities, who are affiliates of ESML, executed guarantee agreements under which they “agreed to unconditionally and irrevocably guarantee the prompt and complete payment of [ESML’s] obligations under the Credit Agreement.” Compl. ¶¶ 9-14. The guarantee agreements executed by Defendants Essar Global Fund Limited and Essar Steel Limited Mauritius are dated as of December 29, 2010. Compl. ¶¶9-10. The guarantee agreements executed by Defendants Essar Steel Asia Holdings Limited and Essar Steel Mauritius Limited are dated as of March 28, 2014. Compl. ¶¶ 11-12.

On January 5, 2016, ESML issued to ICICI-Singapore a “material event notice” stating that ESML was in default under the Credit Agreement because it had failed to make an interest payment of $8,796,721.79 and to pay an agency fee of $25,000. Compl. ¶ 15. On April 25, 2016, ICICI-Singapore informed ESML that, in light of this and other defaults, it was accelerating the loan in accordance with the Credit Agreement. Compl. ¶ 16. ICI-CI-Singapore demanded immediate payment of principal, accrued interest, and fees. Id. Two days later, ICICI-Singapore notified Defendants of the acceleration and demanded that they pay the amounts due by ESML pursuant to their respective guarantee agreements. Compl. ¶ 17. In May 2016, ICICI-Singapore made two additional demands for payment. Compl. ¶¶ 18-19.

On July 8, 2016, ESML filed a voluntary petition for bankruptcy in the United States Bankruptcy Court for the District of Delaware. ECF No. 1, Notice of Removal, Ex. 3. ESML’s bankruptcy petition lists Plaintiff as a creditor with an unliquidated claim of $529;957,247 — the same principal amount that Plaintiff seeks to recover from Defendants under the guarantee agreements in this action. Id. at 10.

On September 2, 2016, Plaintiff initiated this lawsuit against Defendants in the Supreme Court of the State of New York, New York County. As of that date, the only payment made by any of the Defendants was $4 million paid by Essar Steel Mauritius. Compl. ¶ 20. Accordingly, Plaintiff asserts claims against each Defendant for breach of their respective guarantee agreements. Plaintiff seeks $529,957,247.70 in principal, $28,885,256.18 in interest through August 2016, $481,948.98 in attorneys’ fees pursuant to the Credit Agreement, interest for the period from September 1, 2016 through the date of judgment, and additional attorneys’ fees as permitted by the guarantee agreements and applicable law, in an amount to be quantified. Compl. at 7-8.

B. Removal to This Court Pursuant to 28 U.S.C. § 1452(a)

On October 6, 2016, Defendants removed this case to the United States District Court for the Southern District of New York pursuant to the federal bankruptcy removal statute, 28 U.S.C. § 1452(a), which provides:

A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court' or a civil action by a governmental unit to enforce such governmental unit’s police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title.

[246]*24628 U.S.C. § 1334(b) provides that federal courts “shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11.” Defendants assert that removal is proper here because this case is “related to” the ESML bankruptcy proceeding. ECF No. 1, Notice of Removal, ¶ 11. Plaintiff has not challenged the propriety of Defendants’ removal of this action, nor have they sought to remand the action to state court on any other grounds.

A case is within the court’s “related-to” jurisdiction if its outcome “might have any ‘conceivable effect’ on the bankrupt estate.” In re Cuyahoga Equip. Corp., 980 F.2d 110, 114 (2d Cir. 1992); see also In re Cavalry Constr., Inc., 496 B.R. 106, 111 (S.D.N.Y. 2013) (“[Cjivil proceedings are ‘related to cases under title 11’ if the outcome of those proceedings in any way impacts upon the handling and administration of the bankrupt estate.” (internal quotation marks and citation omitted)). Because any recovery against Defendants in this action would offset the Lenders’ claim against ESML’s estate in bankruptcy, and because Defendants may assert rights of subrogation, indemnification, or contribution against ESML, the Court is satisfied that this case is “related to” the ESML bankruptcy proceeding. See, e.g., Merrill Lynch Mortg. Capital Inc. v. Esmerian, No. 08-cv-5058 (NRB), 2008 WL 2596369, at *1 (S.D.N.Y. June 30, 2008) (“A creditor’s claim against the guarantor of a bankrupt debtor’s obligations is a textbook example of a ‘related’ proceeding....”). Accordingly, removal of this ease pursuant to 28 U.S.C. § 1452(a) was proper, and the Court has jurisdiction over the case.

C. Defendants’ Counterclaims

On November 3, 2016, Defendants filed their answer to the complaint, interposing numerous defenses and asserting counterclaims for equitable estoppel and fraudulent inducement. ECF No. 12. Defendants seek dismissal of the complaint in its entirety, a judgment declaring that the Lenders are estopped from seeking to enforce the guarantees against Defendants and that the guarantees are deemed satisfied, and damages in an amount to be determined at trial. Id. at 15.

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Bluebook (online)
565 B.R. 241, 2017 WL 122994, 2017 U.S. Dist. LEXIS 4839, Counsel Stack Legal Research, https://law.counselstack.com/opinion/icici-bank-ltd-v-essar-global-fund-ltd-nysd-2017.