In re Georgian Villa, Inc.

8 B.R. 875, 24 Collier Bankr. Cas. 2d 29, 1981 Bankr. LEXIS 4983
CourtDistrict Court, D. Georgia
DecidedFebruary 3, 1981
DocketBankruptcy Nos. B77-2621A, B77-2622A
StatusPublished
Cited by2 cases

This text of 8 B.R. 875 (In re Georgian Villa, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Georgian Villa, Inc., 8 B.R. 875, 24 Collier Bankr. Cas. 2d 29, 1981 Bankr. LEXIS 4983 (gad 1981).

Opinion

ORDER

HUGH ROBINSON, Bankruptcy Judge.

The objections of City National Bank of Birmingham to the allocation of certain administrative expenses against the “Bondholder Fund” brought the issues involved herein before the Court. This matter came on regularly to be heard before this Court on October 7, 1979. The hearing was continued until October 16, 1979 and was concluded on the following day. Having considered the objections, the arguments and briefs of the parties and the relevant parts of the case file, the Court makes the following decision.

FINDINGS OF FACT

The Georgian Villa, Inc. and Atlanta West General Hospital, Inc. were the owners and operators of a 320 bed, acute care hospital in Douglas County, Georgia. On September 29, 1977 both of these corporations filed petitions under Chapter XI of the Bankruptcy Act.

City National Bank of Birmingham is the successor indenture trustee under the Trust Indenture for the Atlanta West Hospital Serial First Mortgage Sinking Fund Series I Bonds.1 These bonds were issued by The Georgian Villa, Inc. and were secured by the real property of The Georgian Villa, Inc. and certain'revenues received by the issuer.

On December 20, 1979 Atlanta West Hospital was sold to the Hospital Corporation of America2 for $22 million. In accordance with the Judgment and Order of this Court dated December 20, 1979 the proceeds of the sale were divided into two funds, the General Fund consisting of the proceeds equal to the value of the assets not subject to the lien of the Trust Indenture and the Bondholder Fund consisting of proceeds equal to the value of the assets subject to the lien of the Trust Indenture.

The proceeds of the General Fund have been expressly reserved for distribution to the general unsecured creditors of the bankrupt estate. The proceeds of the Bondholder Fund will be distributed to the holders of the Atlanta West Bonds.

The Order and Judgment of December 20, 1979 provides that costs of administration allowed by this Court shall be born pro rata by the General Fund and the Bondholder Fund in proportion to the amounts of the respective funds. Under this apportionment the Bondholder Fund bears 86.3% of the administrative costs allowed by this Court.

On September 10, 1980 the Successor Indenture Trustee filed a “Motion of City National Bank of Birmingham, as Successor Indenture Trustee, for a Hearing (1) Upon Its Objections to the Claims of First National Bank; and (2) Upon Its Objections to the Allowance of Certain Administrative Costs Against the ‘Bondholder Fund’ ”. In this motion the Successor Indenture Trustee asserted objections to the allowance against the Bondholder Fund of certain payments made by the Receiver to the Internal Revenue Service, Harriscorp, Techlease, the State of Georgia, the I. A. T. Corporation, Medical Center West, the Georgia Department of Labor, the law firm Almand, Grice, Knight & Mills and the Department of Health, Education and Welfare.

An “Amendment to Motion of Successor Indenture Trustee for an Order Disallowing Certain Items of Expense as not Constituting Administrative Costs Allowable to the ‘Bondholder Fund’; and Motion for Rehearing of Order of December 20, 1979 as to Allocation of Administrative Expenses” was filed by the Successor Indenture Trustee on October 7, 1980. In this amended motion [878]*878the Successor Indenture Trustee objects to the allowance of a part of the fees awarded to the Receiver and to the Receiver’s attorneys against the Bondholder Fund. The Successor Indenture Trustee also objects to the allocation of any liability for malpractice claims against the bankrupt estate to the Bondholder Fund.

APPLICABLE LAW

An agreement has been reached between the Receiver and the Successor Indenture Trustee with regard to the costs charged against the Bondholder Fund for payments made to the Internal Revenue Service, Medical Center West and the Department of Health, Education and Welfare and with regard to the allocation of liability for malpractice claims between the two funds. As these matters are no longer in dispute they will not be addressed by the Court.

PAYMENTS MADE TO HARRISCORP, TECHLEASE AND THE I. A. T. CORPORATION

The Successor Indenture Trustee alleges that the payments made to Harriscorp, Techlease and the I. A. T. Corporation were made to satisfy the claims of these three creditors. It is argued that because the purpose of these payments was the settlement of claims the payments do not constitute administrative expenses which may properly be charged against the Bondholder Fund.

Harriscorp and Techlease were among various creditors that leased equipment to the debtors herein. They both claimed ownership rights in the leased equipment superior to the rights of the debtors, the Receiver and the other creditors. The contract for the sale of Atlanta West Hospital required the delivery to HCA of all equipment used by Atlanta West Hospital free and clear of all liens, claims and encumbrances. In order to effectuate the delivery as required by the contract the Receiver proposed settlements with various equipment lessors including Harriscorp and Tech-lease which were incorporated in this Court’s order and judgment of December 20, 1979.

I. A. T. had a perfected security interest in the accounts receivable of the debtors. The contract for the sale of Atlanta West Hospital to H. C. A. required the delivery of all of the debtors’ accounts receivable to HCA free and clear of all liens, claims and encumbrances. In order to fulfill this requirement the Receiver proposed a settlement of I.A.T.’s claim which was also incorporated into the judgment and order of December 20, 1979.

The costs presently objected to do not consist of payments made pursuant to the December, 1979 judgment and order. However, the Successor Indenture Trustee argues that the disputed payments are no different in kind than those ordered by this Court to be made in settlement of certain claims.

The Receiver does not agree with the Successor Indenture Trustee’s characterization of the disputed payments. It is contended by the Receiver that the payments to Harriscorp and Techlease were for ar-rearages in payments required to be made as administrative expenses by orders of this Court. The payment to I. A. T. was allegedly required to be made pursuant to an agreement entered into by I. A. T. and the Receiver. From reviewing the record the Court must conclude that the contentions of the Receiver are correct.

At one time Harriscorp sought to reclaim the equipment it had leased to Atlanta West Hospital. To provide Harris-corp interim relief until the merits of the reclamation petition could be determined this Court entered an order on December 23, 1977 authorizing the Receiver to pay Harriscorp $2,000.00 per week plus 10% of the monthly operating profits of Atlanta West Hospital as an administrative expenses for the use of the leased equipment. In the weeks prior to the closing of the sale of the hospital these payments were not made causing arrearages to accumulate. The purpose of the disputed payment to Harriscorp was to pay these arrearages.

The contract for the sale of Atlanta West Hospital required the Receiver to deliver all of the equipment of the hospital to HCA [879]*879free and clear of all liens, claims and encumbrances. Harriscorp claimed an ownership interest in the equipment it had leased to the hospital.

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Bluebook (online)
8 B.R. 875, 24 Collier Bankr. Cas. 2d 29, 1981 Bankr. LEXIS 4983, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-georgian-villa-inc-gad-1981.