In re Mac-Go Corp.

541 B.R. 706, 74 Collier Bankr. Cas. 2d 1232, 2015 Bankr. LEXIS 3951, 61 Bankr. Ct. Dec. (CRR) 247, 2015 WL 7307326
CourtUnited States Bankruptcy Court, N.D. California
DecidedNovember 19, 2015
DocketCase No. 14-44181 CN
StatusPublished
Cited by3 cases

This text of 541 B.R. 706 (In re Mac-Go Corp.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Mac-Go Corp., 541 B.R. 706, 74 Collier Bankr. Cas. 2d 1232, 2015 Bankr. LEXIS 3951, 61 Bankr. Ct. Dec. (CRR) 247, 2015 WL 7307326 (Cal. 2015).

Opinion

MEMORANDUM ORDER RE: CHAPTER 7 TRUSTEE’S OBJECTION TO PROOF OF CLAIM FILED BY FIRST NATIONAL BANK OF CALIFORNIA

Charles Novack, U.S. Bankruptcy Judge

First National Bank of Northern California (“FNB”) seeks the allowance of its proof of claim that it filed on November 26, 2014 in this bankruptcy case. The bulk of the claim consists of attorney’s fees and costs that FNB incurred in litigation with the Chapter 7 Trustee. On March 20, 2015, this court entered an order finding that the attorney’s fees and costs that FNB incurred in defending against the Chapter 7 Trustee’s avoidance claims arising from payments made on the Mac-Go Loan (as defined below) fell within the ambit of the attorney’s fees clauses in the parties’ applicable commercial loan documents. The March 20th order was of limited scope, however, and it did not determine whether (a) these attorney’s fees and [710]*710costs constituted an allowed secured or unsecured claim under the Bankruptcy Code; (b) FNB was entitled to attorney’s fees and costs arising from its defense of the claims stemming from the separate Woodland and SSF Loans (as defined below); and (c) FNB timely filed its proof of claim in this Chapter 7 case. Moreover, the March 20 th order did not determine who was the prevailing party in the adversary proceeding.

In numerous pleadings filed after the March 20th order, FNB contends that all the attorney’s fees and costs that it incurred in the adversary proceeding are allowable as a timely filed claim in this Chapter 7 case'. To put it simply, the Chapter 7 Trustee disagrees.

For the reasons stated below, the court sustains the Chapter 7 Trustee’s objections to FNB’s attorney’s fees and costs, and limits FNB’s proof of claim to the $25,300.24 judgment it paid under Bankruptcy Code § 502(h).

Background

Debtor Mac-Go Corporation (“Mac-Go”) operated a wholesale auto parts and oil business at several Bay Area locations. At all relevant times, Mac-Go was wholly owned by Michael and Elizabeth Macchia. In February 2006, the Macchias borrowed two million dollars from FNB and pledged certain South San Francisco real property as security (the “SSF Loan”). Mac-Go guaranteed the SSF Loan by executing a form continuing guaranty, dated February 13, 2006 (the “Guaranty”). In September 2006, the Macchias borrowed an additional one million dollars from FNB. This loan was secured by the Macchias’ real property in Woodland, California (the “Woodland Loan”), and was also subject to the Guaranty.

In December 2009, Mac-Go borrowed $250,000.00 from FNB (the “Mac-Go Loan”). Mac-Go secured this loan by providing FNB with a perfected security interest encumbering all of its assets, including its inventory, chattel paper, accounts and equipment (the “Collateral”). Mac-Go and FNB signed three documents in connection with this loan: a Business Loan Agreement, Promissory Note, and Commercial Security Agreement. FNB perfected its security interest in the Collateral by, among other things, filing a UCC Financing Statement on January 14, 2010 (the “Financing Statement”).

The Adversary Complaint

Certain of Mac-Go’s creditors filed an involuntary petition against Mac-Go on January 6, 2012. This court entered the order for relief on February 12, 2012, and Mohammed Poonja was appointed as the Chapter 7 Trustee (the “Trustee”) on February 14, 2012.

The Trustee filed an adversary complaint against FNB on July 10, 2012 (the “Adversary Proceeding”) seeking to avoid numerous pre and post-petition payments that Mac-Go made to FNB 2 on the SSF, Woodland and Mac-Go Loans under §§ 547, 548, and 549 of the Bankruptcy Code.1 FNB filed three separate motions to dismiss the Adversary Proceeding before filing an answer on March 15, 2013. FNB thereafter filed a motion for summary judgment on March 21, 2014 and this court granted partial summary judgment in its favor, dismissing all of the Trustee’s avoidance claims regarding the Mac-Go Loan. See Order re Summary Judgment [D.E. # 80]. The dismissed claims sought to avoid approximately $814,214 in payments on the Mac-Go Loan.

[711]*711The parties then proceeded to trial on the Trustee’s claims to avoid the following pre and post-petition payments on the SSF and Woodland Loans under Bankruptcy Code §§ 548(a)(1)(B) and 549:

•an October 17, 2011 SSF Loan payment for $13,598.12;
•a February 1, 2012 SSF Loan payment for $13,598.12;
•an October 24, 2011 Woodland Loan payment for $7,932.87;
•a November 23, 201Í Woodland Loan payment for $5,851.06;
•a December 22, 2011 Woodland Loan payment for $5,851.56;
•a January 13, 2012 Woodland Loan payment for $5,851.06; and
•a February 1, 2012 Woodland Loan payment for $5,851.06.

On November 5, 2014, this court issued a memorandum trial decision which found that Mac-Go made all of the above payments pursuant to its contractual obligations under the Guaranty, and that it had received reasonably equivalent value in exchange for its payments. As a result, the court dismissed the § 548(a)(1)(B) claims for relief. The court ruled in the Trustee’s favor, however, on his § 549 claims for relief, and on November 11, 2014, this court entered a $25,300.24 judgment in the Trustee’s favor. The judgment also granted the Trustee’s request for declaratory relief, holding that the SSF Loan was fully satisfied on March 9, 2012 and the Woodland Loan was fully satisfied on January 27, 2012.

FNB’s Proof of Claim

On November 26, 2014 (fourteen days after entry of the above judgment), FNB filed a $346,745.24 proof of claim in this case (the “Claim”). The Claim includes (a) $293,811.00 in fees and costs incurred by FNB in defending against all of the claims asserted by the Trustee in the Adversary Proceeding, (b) $27,634.08 in fees incurred by FNB in Michael Macchia’s individual bankruptcy, and (c) $25,300.24 arising from its payment of the judgment under Bankruptcy Code § 502(h). On the same date, FNB filed a motion (the “Allowance Motion”) for allowance and immediate payment of the $62,480.41 in fees and costs that it incurred in obtaining partial summary judgment on the Trustee’s claims to avoid payments made on the Mac-Go Loan (the “Mac-Go Loan Fees”)2 In the Allowance Motion, FNB alleged that the Mac-Go Loan Fees were secured by the Collateral and that it was entitled to these fees under its commercial loan documents. The Trustee opposed the Allowance Motion by, among other things, filing an objection to the Claim. On March 20, 2015, this court entered a memorandum order on the Allowance Motion (the “Mac-Go Fee Clause Order”). In the Mac-Go Fee Clause Order, this court determined that the attorney’s fees clauses in the Mac-Go Loan documents were sufficiently broad to allow FNB to seek reimbursement of the Mac-Go Loan Fees. The Mac-Go Fee Clause Order was, in retrospect, quite limited, and it did not determine whether the Mac-Go Loan Fees were secured or otherwise allowable under Bankruptcy Code § 502. The Mac-Go Fee Clause Order also did not address FNB’s right to seek reimbursement of the fees and costs that it incurred litigating the claims arising from the Woodland and SSF Loans.

Following entry of the Mac-Go Fee Clause Order, FNB filed two supplements to the Allowance Motion wherein FNB sought, inter alia,

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Cite This Page — Counsel Stack

Bluebook (online)
541 B.R. 706, 74 Collier Bankr. Cas. 2d 1232, 2015 Bankr. LEXIS 3951, 61 Bankr. Ct. Dec. (CRR) 247, 2015 WL 7307326, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-mac-go-corp-canb-2015.