In re Gretag Imaging, Inc.

485 B.R. 39, 2013 WL 122361, 2013 Bankr. LEXIS 132, 57 Bankr. Ct. Dec. (CRR) 114
CourtUnited States Bankruptcy Court, D. Massachusetts
DecidedJanuary 9, 2013
DocketNo. 03-40225-HJB
StatusPublished

This text of 485 B.R. 39 (In re Gretag Imaging, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Massachusetts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Gretag Imaging, Inc., 485 B.R. 39, 2013 WL 122361, 2013 Bankr. LEXIS 132, 57 Bankr. Ct. Dec. (CRR) 114 (Mass. 2013).

Opinion

MEMORANDUM OF DECISION ON CROSS MOTIONS FOR SUMMARY JUDGMENT OF CHAPTER 7 TRUSTEE AND SUPERVALU INC.

MELVIN S. HOFFMAN, Bankruptcy Judge.

This matter came before me for a hearing on cross motions for summary judgment filed by David Ostrander, the chapter 7 trustee of the estate of the debtor in this case, and Supervalu Inc. in connection with the trustee’s further amended objection [# 833] to the proof of claim of Albert-son’s, Inc., successor in interest to American Stores Company and predecessor in interest to Supervalu Inc.1 The claim ob[41]*41jection was bifurcated at the parties’ request and following an evidentiary hearing on the first part of the bifurcated objection, I found that the debtor in this case, rather than a non-debtor affiliate, was the party which had contracted with Supervalu and thus overruled that part of the trustee’s objection. In re Gretag Imaging, Inc., 03-40225-HJB-MSH, 2011 WL 4710815 (Bankr.D.Mass. Oct. 6, 2011) (“Gretag I ”). With Supervalu’s claim having survived part one of the trustee’s bifurcated objection, the parties turned to the remaining grounds for the objection resulting in the motions for summary judgment that are now before me.

Facts

The salient facts are briefly summarized here. A more expansive factual recitation may be found in Gretag I.

Gretag manufactured photofinishing mi-nilabs, the one-hour photo processing machines found in many supermarkets and drugstores. Effective November 1, 1996, American Stores, which at that time owned a nationwide chain of drug stores, entered into a master lease with Qualex, Inc., an affiliate of Eastman Kodak, to lease such minilabs. As is typical, the master lease provided that separate lease schedules for each minilab would be appended to the master lease and that each lease schedule was to be deemed a separate contract under the master lease. The master lease does not mention Gretag by name. By an omnibus amendment to the master lease dated November 30, 1999, lease schedules for Gretag machines were added to the master lease.2 The master lease, including those lease schedules incorporated by the omnibus amendment, was to run through October 31, 2006. By 1998, however, rapid improvement in photofinishing technology began forcing retailers who wanted to continue to offer competitive photofinishing services either to replace their outdated minilabs or to retrofit them with a new “APS” technology.

In the late fall of 1998, a meeting took place in Salt Lake City, Utah between representatives of American Stores and Gretag to discuss how American Stores could acquire updated minilabs at a reasonable cost. Following the meeting Gre-tag’s representative sent American Stores a letter offering to pay American Stores a rebate of $200 per month for each Gretag-made minilab with the APS technology leased or retrofitted by American Stores. The letter provided that the rebates for the retrofitted and new minilabs would be paid monthly over a period that would be “coterminous with the remaining Lease,” which the parties agree refers to the master lease between American Stores and Qualex. American Stores accepted Gre-tag’s proposal, although not in writing, and during 1999 its minilabs were upgraded or replaced with units incorporating the APS technology. In total, Supervalue leased 513 minlabs that qualified for Gretag’s rebate plan. Between November 1, 2000 and July 19, 2002, Gretag paid Supervalu a total of $1,835,400 in rebates. Then the rebate payments stopped.

On January 13, 2003, Gretag filed a voluntary petition under chapter 7 of the Bankruptcy Code (11 U.S.C. § 101 et seq.) commencing this case. Gretag listed Su-pervalu on its schedule of creditors holding unsecured non-priority claims as holding an undisputed, non-contingent but unliqui-dated unsecured claim in the amount of [42]*42$822,400 arising from the rebate program. Supervalu timely filed a proof of claim asserting it was owed $5,540,400 in unpaid rebates.

The trustee objected to Supervalu’s proof of claim on a number of grounds,3 including that a non-debtor affiliate of the debtor and not the debtor itself was liable to Supervalu under the rebate program. The trustee’s objection was bifurcated to allow for a threshold determination as to which entity was obligated to Supervalu since a ruling in the trustee’s favor would obviate the need to address any other issues. Having determined in Gretag I that the debtor is indebted to Supervalu, it is necessary to rule on the remaining objections by the trustee to Supervalu’s claim and to Supervalu’s arguments in support of its claim.

Positions of the Parties

The trustee has objected to the allowance of Supervalu’s claim for several reasons in addition to the threshold identity objection addressed in Gretag I. First, asserting that Utah law is applicable to the dispute between the parties, the trustee claims that the rebate agreement is void under the Utah statute of frauds, Utah Code Ann. § 25-5-4 (2004), and that Utah law does not recognize partial performance of a contract as an exception to the statute of frauds in an action at law. Second, he alleges that Supervalu’s proof of claim lacks adequate supporting documentation. Third, he argues that Bankruptcy Code § 502(b) requires that Supervalu’s claim, which includes post-petition damages, must be present-valued as of Gretag’s bankruptcy petition date. Finally, he alleges that the claim should be disallowed under § 502(d) of the Bankruptcy Code because $1,220,400 of the rebates paid to Supervalu within one year of the debtor’s filing for bankruptcy constituted fraudulent transfers under Bankruptcy Code § 548(a)(1)(B).

In his motion for summary judgment the trustee pressed only his arguments with respect to the statute of frauds and the reduction of the claim to its present value as of the petition date. In his opposition to Supervalu’s cross motion for summary judgment, however, he raised Supervalu’s failure to provide sufficient evidence as to its entitlement to the rebates, specifically alleging that Supervalu had not demonstrated that it made its equipment lease payments to Qualex on all 513 minilabs. In a status report filed on November 15, 2011, the trustee expressly waived his objection to the allowance of the proof of claim under § 502(d).

Supervalu, while agreeing to the applicability of Utah law, disputes the trustee’s assertion that the rebate agreement runs afoul of the statute of frauds. Supervalu maintains that the testimony and exhibits introduced into evidence at the prior evi-dentiary hearing in this matter established that Qualex had delivered to Supervalu’s predecessors 513 minilabs which qualified for the rebate program and that those machines remained at their locations through at least October 31, 2006. Super-valu notes that its right to receive rebates was in no way conditioned on its making equipment lease payments to Qualex but in any event asserts that, in fact, it had made all of the lease payments. Finally, Super-valu challenges the trustee’s argument that Bankruptcy Code § 502(b) mandates that its claim be reduced to its present value and further suggests that even if the [43]*43statute provides for present-valuing a claim, to do so here would be inequitable.

Summary Judgment Standard

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Cite This Page — Counsel Stack

Bluebook (online)
485 B.R. 39, 2013 WL 122361, 2013 Bankr. LEXIS 132, 57 Bankr. Ct. Dec. (CRR) 114, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-gretag-imaging-inc-mab-2013.