In re Chrysler LLC

405 B.R. 79, 2009 Bankr. LEXIS 1322, 51 Bankr. Ct. Dec. (CRR) 193, 2009 WL 1507540
CourtUnited States Bankruptcy Court, S.D. New York
DecidedMay 31, 2009
DocketNo. 09 B 50002(AJG)
StatusPublished
Cited by3 cases

This text of 405 B.R. 79 (In re Chrysler LLC) is published on Counsel Stack Legal Research, covering United States Bankruptcy 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
In re Chrysler LLC, 405 B.R. 79, 2009 Bankr. LEXIS 1322, 51 Bankr. Ct. Dec. (CRR) 193, 2009 WL 1507540 (N.Y. 2009).

Opinion

OPINION AND ORDER REGARDING EMERGENCY ECONOMIC STABILIZATION ACT OF 2008 AND TROUBLED ASSET RELIEF PROGRAM

ARTHUR J. GONZALEZ, Bankruptcy Judge.

On April 80, 2009 (the “Petition Date”), Chrysler LLC (“Chrysler”) and 24 of its domestic direct and indirect subsidiaries (collectively with Chrysler, the “Original Debtors”) filed for protection under title 11 of the United States Code (the “Bankruptcy Code”). On May 1, 2009, an Order was entered directing that the Original Debtors’ cases be jointly administered for procedural purposes, pursuant to Rule 1015(a) of the Federal Rules of Bankruptcy Procedure. On May 19, 2009, Alpha Holding LP1 (“Alpha” and with the Original Debtors, the “Debtors”) filed a petition for relief under title 11 of the Bankruptcy Code. On May 26, 2009, an order (the “Alpha Order”) was entered directing the joint administration of Alpha’s bankruptcy case with the cases of the Original Debtors.2 The Debtors continue to operate their respective businesses as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. On May 5, 2009, an Official Committee of Unsecured Creditors (the “Creditors’ Committee”) was formed.

There is no dispute that the Indiana State Teachers Retirement Fund, Indiana State Police Pension Trust, and the Indiana Major Move Construction (the “Indiana Funds”) are parties in interest in this bankruptcy case under § 1109(b). See 11 U.S.C. § 1109(b) (“A party in interest, including the debtor, the trustee, a creditors’ committee, an equity security holders’ committee, a creditor, an equity security holder, or any indenture trustee, may raise and may appear and be heard on any issue in a case under this chapter.”). The Indiana Funds are creditors in this case and may be heard on the issues they raised. See In re Comcoach Corp., 698 F.2d 571, 573 (2d Cir.1983). But standing under § 1109(b) is “generally interpreted broadly to allow parties in interest an opportunity to appear and be heard in proceedings that affect their interests.” Asbestos Settlement Trust v. Port Auth. of N.Y. & N.J. (In re Celotex Corp.), 377 B.R. 345, 350 (Bankr.M.D.Fla.2006). However, standing to be heard under § 1109(b) does not automatically impart upon the Court the ability to adjudicate all issues raised by parties in interest. Allen v. Wright, 468 U.S. 737, 750-51, 104 S.Ct. 3315, 82 L.Ed.2d 556 (1984) (“In essence the question of standing is whether the litigant is entitled to have the court decide the merits of the dispute or of particular issues.”) (citing Warth v. Seldin, 422 U.S. 490, 498, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975)). Rather, the Indiana Funds must still satisfy the prerequisites of standing that are attendant to any attempt to have a federal court adjudicate a dispute.

Standing Under the Emergency Economic Stabilization Act of 2008

In late 2008, Congress promulgated the Emergency Economic Stabilization [82]*82Act of 2008 (“EESA”) Pub L. NO. 110-843, 122 Stat. 3765 (Oct. 3, 2008) (codified at 12 U.S.C. §§5201 et seq.), which established the Troubled Asset Relief Program (“TARP”). TARP authorizes the Secretary of the Treasury (the “Secretary”) to purchase troubled assets to restore confidence in the economy and stimulate the flow of credit. The Indiana Funds have raised the issue that the U.S. Treasury has exceeded its Congressional grant of authority under EESA by providing financing under TARP to New CarCo Acquisition LLC (the “New Chrysler”) to facilitate the acquisition of the Debtors’ assets pursuant to the §363 sale. Specifically, the Indiana Funds claim that the U.S. Treasury cannot use funds under TARP to finance the transaction because Congress prescribed the scope of EESA to permit the Secretary to purchase “troubled assets from any financial institution. ...” 12 U.S.C. § 5211(a)(1).

As a threshold inquiry, the Court must determine whether the Indiana Funds have standing to challenge the actions of the U.S. Treasury pursuant to EESA and TARP. See Warth, 422 U.S. at 498, 95 S.Ct. 2197 (“In its constitutional dimension, standing imports justiciability: whether the plaintiff has made out a ‘case or controversy’ between himself and the defendant within the meaning of Art. III. This is the threshold question in every federal case, determining the power of the court to entertain the suit.”). In a hearing before the United States District Court for the Southern District of New York (the “District Court”), the District Court found that the Indiana Funds have standing to raise and be heard on the motions before the District Court, namely, the Indiana Funds’ (1) Motion to Withdraw the Reference and (2) Motion for a Stay. Nowhere in the District Court’s opinion or the transcript of the hearing, referenced by the District Court in its opinion, did the District Court reach the issue of the Indiana Funds’ standing under EESA. Rather, the District Court found that TARP and EESA needed to be interpreted. Interpretation of those statutes necessarily requires a determination of whether the parties have standing to have the issues adjudicated. See e.g., Ortiz v. Fibreboard Corp., 527 U.S. 815, 831, 119 S.Ct. 2295, 144 L.Ed.2d 715 (1999) (a “court must be sure of its own jurisdiction before getting to the merits.”) (citing Steel Co. v. Citizens For Better Environment, 523 U.S. 83, 88-89, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998)).

The issue of standing “involves both constitutional limitations on federal-court jurisdiction and prudential limitations on its exercise.” Bennett v. Spear, 520 U.S. 154, 162, 117 S.Ct. 1154, 137 L.Ed.2d 281 (1997). The Supreme Court’s standing jurisprudence has established three prerequisite elements to constitutional standing: (1) the plaintiff must have suffered an “injury in fact,” which is actual or imminent, and that is a concrete and particularized invasion of a legally protected right; (2) there must be a causal connection between the injury and the conduct complained of; and (3) it must be likely, not merely speculative, that the injury will be redressed by a favorable decision. See Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992) (internal citations omitted). These elements must be shown to satisfy the “case or controversy” requirement of Article III. Further, there are judicially-proscribed prudential limitations to standing, one of which is “the plaintiffs grievance must arguably fall within the zone of interests protected or regulated by the statutory provision or constitutional guarantee invoked in the suit.” Bennett, 520 U.S. at 162, 117 S.Ct.

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Bluebook (online)
405 B.R. 79, 2009 Bankr. LEXIS 1322, 51 Bankr. Ct. Dec. (CRR) 193, 2009 WL 1507540, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-chrysler-llc-nysb-2009.