In re Manhattan Jeep Chrysler Dodge, Inc.

599 B.R. 247
CourtUnited States Bankruptcy Court, S.D. New York
DecidedApril 3, 2019
DocketCase No. 18-10657 (MEW) Jointly Administered
StatusPublished
Cited by3 cases

This text of 599 B.R. 247 (In re Manhattan Jeep Chrysler Dodge, Inc.) 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 Manhattan Jeep Chrysler Dodge, Inc., 599 B.R. 247 (N.Y. 2019).

Opinion

MICHAEL E. WILES, UNITED STATES BANKRUPTCY JUDGE

*249Before the Court is a motion by the trustees of Local 868 Pension Fund (the "Fund") for permission to file a late proof of claim in the Chapter 11 cases of Manhattan Jeep Chrysler Dodge, Inc. and Manhattan Automotive, LLC. The claim is based on the participation by Manhattan Jeep in a multi-employer pension plan. The governing federal statute provides that a permanent cessation of Manhattan Jeep's operations, or any other termination of Manhattan Jeep's obligations to contribute to the Fund, triggered a withdrawal liability to the Fund. See 29 U.S.C. §§ 1381 - 1383. Manhattan Automotive, as an entity under common control with Manhattan Jeep, shares - or at least is alleged to share - joint and several liability for any statutory withdrawal liabilities owed by Manhattan Jeep.

The Fund's claim was the subject of a prior ruling by this Court that is set forth in a Bench Decision dated March 1, 2019. In that ruling, I noted that the Court had issued an order dated April 12, 2018 (the "Bar Date Order") that established May 23, 2018 as the deadline for the filing of proofs of claim. I then addressed the Fund's contention that its withdrawal liability claim was not subject to the Bar Date Order because the withdrawal liabilities were not even "claims" at the time of the bar date. I rejected that particular contention by the Fund. I noted that the definition of "claim" in the Bankruptcy Code includes any right to payment, "whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured." 11 U.S.C. § 101(5)(A). I then held that the Fund's withdrawal liability may have been subject to some contingencies as of the bar date, or may not have been fully matured or have been fully liquidated as of the bar date, but that it nevertheless was a "claim" as that term is defined in the Bankruptcy Code, and that it therefore was subject to the Bar Date Order. I also noted, however, that the Fund had asked me to excuse its failure to file a timely claim on grounds of excusable neglect. See Fed. R. Bankr. P. 9006(b). I noted that an evidentiary hearing would be needed on this issue, and that hearing was held this afternoon.

It appears that there is also one lingering legal issue that I need to dispose of. The original motion papers argued that there is an additional reason why the Bar Date Order did not apply to the Fund's claim: namely, that there was an exclusion in the Bar Date Order for claims that are based on the rejection of executory contracts. The Bar Date Order said that if a claim was based on the rejection of an executory contract, and if the contract had not been rejected as of the bar date, then the deadline for the filing of the claim would not occur until a date that the Court would set at the time the rejection of the relevant contract was approved. I thought, at our prior hearing, that the Fund had disclaimed reliance on this argument, but perhaps I was mistaken. The Fund asserted in the pre-trial order for today's hearing, and during the hearing today, that a *250collective bargaining agreement required Manhattan Jeep to participate in the multi-employer pension fund with respect to employees that were covered by that collective bargaining agreement; that the collective bargaining agreement has not been rejected; and that I should treat the withdrawal liability claim as a creature of a future contract rejection and therefore as a claim for which a deadline has not yet arrived.

At the hearing today, the Fund offered the testimony of Ms. Joann Emmons, the administrator of the Fund, regarding the Fund's knowledge of the bar date and the timing of the Fund's decision to file a proof of claim. Ms. Emmons freely acknowledged that she was aware of the bar date. In fact, the parties have stipulated in a pre-trial order that she received actual notice of the Bar Date Order. Ms. Emmons also acknowledged that the question of whether the bar date applied to a potential withdrawal liability was something that she actually discussed with the Fund's counsel.

The Fund also stipulated, and Ms. Emmons testified, that the reason the Fund did not file a proof of claim prior to the bar date was because the Fund did not believe that withdrawal liability had accrued yet. In the pre-trial order, the Fund also says that it had concluded that it was not "reasonably foreseeable" that a withdrawal liability claim would accrue, which is a contention that I will address in a few moments.

As I noted earlier, the Fund has made legal arguments that the executory contract exclusions in the Bar Date Order should apply to the withdrawal liability claims. Ms. Emmons confirmed today, and the Fund confirmed today, that this was not the reason why the Fund delayed in filing a claim. More precisely, the Fund did not conclude or believe at the time that its filing was excused because withdrawal liability would represent a claim based on the rejection of an executory contract. Instead, the Fund decided not to file a claim because it had faith in the legal argument that I rejected a few weeks ago in the bench decision that I issued on March 1.

The trial record and the parties' stipulations, and the record of prior proceedings in this case (of which I take judicial notice) also establish the following facts.

The Chapter 11 petitions were filed on March 9, 2018. Ms. Emmons acknowledged that the fund was aware of the existence of the bankruptcy case and that the Fund's attorneys were responsible for the monitoring of developments in the case that might affect the Fund and its interests. The Debtors made quite clear in the motion papers they filed at the very outset of this case that their intent was to sell all or substantially all of their assets and to terminate their own business operations.

The Court issued the Bar Date Order on April 12, 2018. It stated that any person or entity who wished to assert a claim, as the term "claim" is defined in Section 101(5) of the Bankruptcy Code, was required to do so on or before May 23, 2018. In that regard, the notice referred explicitly to the statutory definition of "claim" in defining the claims that were subject to the bar date deadline.

As noted above, the Fund received notice of the bar date, considered whether to file a claim based on potential withdrawal liability, discussed that point with counsel, and then decided not to file a claim because it did not believe it had to do so.

In August 2018, the debtors filed a motion seeking approval of an agreement to sell their assets. On September 7, 2018, the Court entered an order that approved a sale of substantially all of the Debtors' assets.

*251Subsequently, the Fund sent a notice dated September 19, 2018, signed by Ms.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
599 B.R. 247, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-manhattan-jeep-chrysler-dodge-inc-nysb-2019.