In Re Oakwood Homes Corp.

342 F.3d 588
CourtCourt of Appeals for the Third Circuit
DecidedJune 9, 2006
Docket05-2032, 05-2033
StatusPublished

This text of 342 F.3d 588 (In Re Oakwood Homes Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In Re Oakwood Homes Corp., 342 F.3d 588 (3d Cir. 2006).

Opinions

OPINION OF THE COURT

VAN ANTWERPEN, Circuit Judge.

Consolidated before us are two appeals by JP Morgan Chase Bank (“JP Morgan”). JP Morgan challenges the District Court’s order affirming the Bankruptcy Court’s decision to reduce claims filed by JP Morgan, the trustee for the holders of certain certificates, after objections were filed by the U.S. Bank National Association (“U.S.Bank”), the indenture trustee for the holders of certain more senior notes. The Bankruptcy Court’s dual, but related, rulings first disallowed any part of JP Morgan’s claims for unmatured interest arising under a Guarantee on the certificates, then further discounted the principal of the claims to present value. JP Morgan alleges that discounting the principal of the claims to present value is unauthorized by the Bankruptcy Code, and results in inequitable treatment of like creditors. JP Morgan does not appeal the District Court’s affirmance of the Bankruptcy Court’s dis-allowance of claims for unmatured interest. We will reverse the order of the District Court with respect to present value discounting of principal.

I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

A. Oakwood and the Trusts

These appeals arise from the bankruptcy proceedings of Oakwood Homes Corporation (“Oakwood”), a builder and seller of prefabricated homes. Oakwood’s subsidiaries frequently extended credit to home-buyers under long-term mortgage arrangements, then securitized these mortgages by selling them to trusts set up for this purpose (“the Trusts”).1 The Trusts issued various certificates in order to raise [590]*590the money to pay Oakwood for the mortgages. The certificates were serviced by the Trusts with the funds paid by customers under their mortgages. The buyers of the certificates were entitled to periodic payments of principal and interest.

At issue here are certain low-priority certificates issued by several of the Trusts over the course of three years. The certificate holders represented by JP Morgan bought approximately $100 million of these certificates, known as “B-2 Certificates,” from underwriters. With such low payment priority relative to other issued certificates, the B-2 Certificates were understandably difficult to market. Oakwood therefore provided a Guarantee of payment for the B-2 Certificates, whereby Oakwood promised to cover any shortfalls in payments by the Trusts of principal or interest. For example, in the Guarantee for one of the Trusts at issue here, Oak-wood agreed to “unconditionally and absolutely guarantee [] the full and prompt payment to the Trustee on or prior to the Remittance Date relating to each Distribution Date of the Limited Guarantee Payment Amount.”

The B-2 Certificates, and distributions thereon, were governed by the Pooling and Servicing Agreement for each Trust. One Trust at issue here, the 1997-D Trust,2 issued certificates with a total principal value of over $250 million, of which about $10 million were B-2 Certificates. The Pooling and Servicing Agreement explicitly provided for “the distribution of the principal of and interest on the Certificates in accordance with their terms.” The agreement specified the applicable interest rates, distribution dates, and priorities for each of the classes of issued certificates, including the B-2 Certificates. On each distribution date, the trustee of the Trust was instructed to distribute principal and interest payments to each class, in order of priority. Distribution dates stretched almost to the year 2030.

The distributions from the Trusts fundamentally depended on the mortgage customers making their scheduled mortgage payments to the Trusts. This did not happen in many cases. The future ability of the Trusts to make principal and interest payments to the B-2 Certificate holders, who had the lowest payment priority, therefore came into doubt. Such nonpayment would trigger Oakwood’s obligation under the Guarantees to ensure full payment of principal and interest to the B-2 Certificate holders.

B. Bankruptcy Proceedings

Oakwood filed for Chapter 11 bankruptcy protection on November 15, 2002, in the United States Bankruptcy Court for the District of Delaware. Various creditors filed proofs of claim with the Bankruptcy Court. U.S. Bank, for example, filed proofs of claim as indenture trustee for holders of $300 million of more senior notes issued directly by Oakwood. JP Morgan filed proofs of claim on behalf of B-2 Certificate holders, seeking over $1 billion. The holders of $605 million of these claims, covered under different Guarantees than those at issue here, settled their claims, leaving about $400 million in claims remaining.

JP Morgan alleged that because the Trusts were unable to fully service the B-2 Certificates, Oakwood was, and would continue to be, liable for the principal and interest shortfalls on the Certificates by virtue of the Guarantee. Of the $400 mil[591]*591lion in claims, about $116 million was attributable to future shortfalls in the Trusts’ payment of principal to the B-2 Certificate holders. Another $1 million was attributable to shortfalls in the Trusts’ payment of interest, due before Oakwood filed its bankruptcy petition (“pre-petition interest”). The remainder was attributable to future shortfalls in interest payments, that would come due after the petition date (“post-petition interest” or “unmatured interest”).

U.S. Bank filed objections to JP Morgan’s claims on October 10, 2003, and November 21, 2003, pursuant to the objection provisions of 11 U.S.C. § 502. U.S. Bank alleged (1) JP Morgan’s claims should not include post-petition interest; and (2) JP Morgan’s remaining claims for principal payments should be discounted to present value as of the bankruptcy petition date. The parties stipulated to the shortfalls in principal and interest payments that Oak-wood, as Guarantor, would be obligated to pay at various distribution dates on each Trust’s B-2 Certificates.

Following several hearings, the Bankruptcy Court issued two rulings relevant here. First, the Bankruptcy Court at a hearing on November 26, 2003, disallowed any portion of JP Morgan’s claims attributable to post-petition interest, totaling hundreds of millions of dollars, pursuant to 11 U.S.C. § 502(b)(2) (“allow such claim ... except to the extent that ... such claim is for unmatured interest”). Second, the Bankruptcy Court at a hearing on January 23, 2004, ruled without discussion or explanation that the portion of the claims attributable to principal shortfalls ($116,370,915) should be discounted to present value pursuant to language in 11 U.S.C. § 502(b) directing a court to “determine the amount of such claim ... as of the date of the filing of the petition.” The Bankruptcy Court entered orders on May 6, 2004, reflecting these rulings, ultimately allowing JP Morgan’s claims for pre-petition interest and $30,491,930 in principal claims.3

While immaterial to this appeal, we note that the Bankruptcy Court approved a reorganization plan for Oakwood on April 16, 2004.

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

Related

United States v. Fisher
6 U.S. 358 (Supreme Court, 1805)
Helvering v. Gowran
302 U.S. 238 (Supreme Court, 1937)
Vanston Bondholders Protective Committee v. Green
329 U.S. 156 (Supreme Court, 1947)
United States v. Ron Pair Enterprises, Inc.
489 U.S. 235 (Supreme Court, 1989)
Robinson v. Shell Oil Co.
519 U.S. 337 (Supreme Court, 1997)
Till v. SCS Credit Corp.
541 U.S. 465 (Supreme Court, 2004)
In Re Chateaugay Corporation
961 F.2d 378 (Second Circuit, 1992)
Pengo Industries, Inc. v. Licht
962 F.2d 543 (Fifth Circuit, 1992)
In Re Johns. Johns
37 F.3d 1021 (Third Circuit, 1994)
In Re Manville Forest Products Corp.
43 B.R. 293 (S.D. New York, 1984)
Mims v. Fidelity Funding, Inc.
307 B.R. 849 (N.D. Texas, 2002)
In Re Wyeth Co.
134 B.R. 920 (W.D. Missouri, 1991)
In Re Payless Cashways, Inc.
287 B.R. 482 (W.D. Missouri, 2002)
In Re Loewen Group International, Inc.
274 B.R. 427 (D. Delaware, 2002)
In Re O.P.M. Leasing Services, Inc.
79 B.R. 161 (S.D. New York, 1987)

Cite This Page — Counsel Stack

Bluebook (online)
342 F.3d 588, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-oakwood-homes-corp-ca3-2006.