In re Caprock Oil Tools, Inc.

585 B.R. 823
CourtUnited States Bankruptcy Court, S.D. Texas
DecidedMarch 9, 2018
DocketCASE NO: 17–80109
StatusPublished
Cited by1 cases

This text of 585 B.R. 823 (In re Caprock Oil Tools, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Caprock Oil Tools, Inc., 585 B.R. 823 (Tex. 2018).

Opinion

Marvin Isgur, UNITED STATES BANKRUPTCY JUDGE

Caprock Oil Tools, Inc. filed a voluntary chapter 11 bankruptcy petition on April 10, 2017. (ECF No. 88 at 7). Wayne Hall asserted a $1,479,870.94 unsecured proof of claim in Caprock's bankruptcy case, owed after Caprock exercised its right of repurchase of Hall's Common Stock on February 13, 2015. (ECF No. 88 at 7). Caprock filed an objection to the proof of claim alleging that it is subject to mandatory subordination under 11 U.S.C. § 510(b). The parties filed cross motions for summary judgment.

Caprock's motion for summary judgment is granted. Hall's motion for summary judgment is denied.

Background

Caprock supplies oil and gas businesses with customized rock drill bits for use in oil and gas drilling and exploration. (ECF No. 2 at 2). Hall served as Caprock's vice president and owned 177 shares of Common Stock in Caprock. (ECF No. 88 at 8). On January 1, 2010, Caprock and Hall entered into a Shareholder Agreement that restricted Hall's right to transfer his Common Stock but also dictated how his stock would be paid in case he separated from Caprock. (ECF No. 88 at 9). Whether Hall was terminated for cause or departed voluntarily, the Shareholder Agreement stated that Caprock had the right to "repurchase *825the shares of Common Stock owned by [Hall] at the time of termination." (ECF No. 88 at 9). The Agreement dictated the amount paid for Common Stock as the Attribution Amount, and separated the payment into "five equal annual installments." (ECF N. 88 at 9).

These provisions of the Shareholder Agreement were triggered in January 2015, at which time, Caprock valued Hall's Common Stock at $1,783,228.00. (ECF No. 87 at 6). Caprock informed Hall of this valuation via e-mail. (ECF No. 87 at 6). At this time, Caprock proposed to Hall a Stock Purchase Agreement whereby Caprock would pay Hall the value of his Common Stock through an initial payment of $356,645.60 followed by four other annual payments of the same amount. (ECF No. 87 at 7). Hall failed to take action on Caprock's proposed Stock Purchase Agreement. (ECF No. 87 at 8). Caprock sent Hall another e-mail on February 13, 2015, advising him that it had elected to pursue its repurchase in accordance with the terms of the Shareholder Agreement and would send him an initial payment to be followed by four annual installments. (ECF No. 87 at 8). Caprock's e-mail stated that Hall's shares were "redeemed and are no longer outstanding." (ECF No. 87 at 8).

Caprock sent Hall an initial check for $356,645.60 but failed to make any of its subsequent annual payments. On April 7, 2017, Caprock filed for chapter 11 bankruptcy. (ECF No. 1). Hall filed a proof of claim in the bankruptcy case, alleging a right to payment of $1,479,870.94 for the "2015 stock redemption." (Claim No. 14-1 at 2). Caprock objected to Hall's claim and sought to classify Hall's claim as subordinated in its proposed Plan of Reorganization pursuant to 11 U.S.C. § 510(b). (See ECF Nos. 49 and 62). Hall filed a response to Caprock's objection. (ECF No. 71). The Court held a hearing on December 15, 2017, during which it instructed the parties to file cross motions for summary judgment on whether Hall's claim was subject to mandatory subordination under § 510(b). On February 2, 2018, the Court held oral argument regarding the briefed issue, after which it took the matter under advisement.

Jurisdiction

The District Court has jurisdiction over this proceeding under 28 U.S.C. § 1334(a). This is a core proceeding under 28 U.S.C. § 157(b)(2)(A), (B), and (O).

Summary Judgment

"The court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." FED. R. CIV. P. 56(a). Fed. R. Bankr. P. 7056 incorporates Rule 56 in adversary proceedings.

A party seeking summary judgment must demonstrate the absence of a genuine dispute of material fact by establishing the absence of evidence to support an essential element of the non-movant's case. Sossamon v. Lone Star State of Tex. , 560 F.3d 316, 326 (5th Cir. 2009). A genuine dispute of material fact is one that could affect the outcome of the action or allow a reasonable fact finder to find in favor of the non-moving party. Gorman v. Verizon Wireless Texas, L.L.C. , 753 F.3d 165, 170 (5th Cir. 2014) (citing Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ).

A court views the facts and evidence in the light most favorable to the non-moving party at all times. Ben-Levi v. Brown , --- U.S. ----, 136 S.Ct. 930, 194 L.Ed.2d 231 (2016). Nevertheless, the Court is not obligated to search the record for the non-moving party's evidence. Keen v. Miller Envtl. Grp., Inc. , 702 F.3d 239, 249 (5th Cir. 2012). "Summary judgment may not *826be thwarted by conclusional allegations, unsupported assertions, or presentation of only a scintilla of evidence." Hemphill v. State Farm Mut. Auto. Ins. Co. ,

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Bluebook (online)
585 B.R. 823, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-caprock-oil-tools-inc-txsb-2018.